Omada Health Inc美股招股说明书(2025-06-09版)

Table of Contents Table of Contents TABLE OF CONTENTSPROSPECTUS Pageiv112141875788182838587124PageManagement189Executive and Director Compensation198Certain Relationships and Related-Party Transactions213Principal Stockholders217Description of Capital Stock220Shares Eligible for Future Sale228Material U.S. Federal Income Tax Consequences toNon-U.S.Holders232Underwriters236Legal Matters249Experts249Change in Independent Registered Public Accounting Firm249Where You Can Find Additional Information250Index to Consolidated Financial StatementsF-1 GlossaryAn Introduction From Our Co-Founder and CEOProspectus SummaryThe OfferingSummary Consolidated Financial DataRisk FactorsSpecial Note Regarding Forward-Looking StatementsMarket and Industry DataUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Conditionand Results of OperationsBusiness As used in this prospectus, unless the context otherwise requires, references to “Omada,” “Omada Health,” the “company,” “we,” “us,” and “our”refer to Omada Health, Inc. and, where appropriate, its subsidiary and consolidated professional corporation, taken as a whole. “Omada Health,” “Omada,” the Omada logos, and other trade names, trademarks, or service marks of Omada appearing in this prospectus are theproperty of Omada. Other trade names, trademarks, or service marks appearing in this prospectus are the property of their respective holders. We do notintend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship ofus by, these other companies. Solely for convenience, trade names, trademarks, and service marks referred to in this prospectus appear without the®,™andSMsymbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rightsor that the applicable owner will not assert its rights, to these trade names, trademarks, and service marks. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals invarious tables may not be arithmetic aggregations of the figures that precede them. We have not, and the underwriters have not, authorized anyone to provide you any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you.Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may giveyou. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to doso. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of thisprospectus or any sale of the shares of our common stock. Our business, financial condition, and results of operations may have changed sincethat date. Table of Contents For investors outside the United States:We have not, and the underwriters have not, done anything that would permit this offering or thepossession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for thatpurpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must informthemselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside theUnited States. See the section titled “Underwriters.” THROUGH AND INCLUDING JUNE30, 2025 (THE 25TH DAY AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS THATBUY, SELL, OR TRADE SHARES OF OUR COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BEREQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERSTO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS ORSUBSCRIPTIONS. Table of Contents GLOSSARY In this prospectus, we use a number of healthcare industry terms, as well as other terms that are relevant to the delivery of our virtual careprograms, as defined below unless otherwise noted or indicated by the context: “A1C” or “hemoglobin A1C” means a measure of an individual’s blood glucose levels over the past three months. “ACC” means the American College of Cardiology, a nonprofit medical society that, among other things, provides self-monitoring blood pressureguidelines. “ADA” means the American Diabetes Association, a nonprofit organization that promotes efforts to prevent and address diabetes that hasendorsed DSMES. “ADCES”