Omada Health, Inc.
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 8, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by reference.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | |||||
|---|---|---|---|---|---|
| Form · Date · Number | |||||
| 3.1 | Restated Certificate of Incorporation | 8-K | 6/9/2025 | 3.1 | |
| 3.2 | Amended and Restated Bylaws | 8-K | 6/9/2025 | 3.2 | |
| 4.1 | Form of Common Stock Certificate. | S-1 | 5/9/2025 | 4.2 | |
| 4.2 | Amended and Restated Investors’ Rights Agreement, dated December 22, 2021, by and among Omada Health, Inc. and the investors listed therein. | S-1 | 5/9/2025 | 4.3 | |
| 10.1(a)†^ | Services Agreement, dated as of February 1, 2018, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. | S-1 | 5/9/2025 | 10.3(a) | |
| 10.1(b)† | Amendment No. 1 to Services Agreement, dated as of February 1, 2018, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. | S-1 | 5/9/2025 | 10.3(b) | |
| 10.2(a)†^ | Master Services Agreement, dated January 1, 2020, by and between Express Scripts Holding Company, Inc. and Omada Health, Inc. | S-1 | 5/9/2025 | 10.4(a) | |
| 10.2(b)† | Amendment No. 1 to Master Services Agreement, dated as of July 22, 2021, by and between Evernorth Health, Inc., f/k/a Express Scripts Health and Welfare Plan and Express Scripts Holding Company, Inc. (f/k/a ESHC), and Omada Health, Inc. | S-1 | 5/9/2025 | 10.4(b) | |
| 10.2(c)† | Amendment No. 2 to Master Services Agreement, dated as of February 14, 2023, by and between Evernorth Health, Inc., f/k/a Express Scripts Holding Company, Inc., and Omada Health, Inc. | S-1 | 5/9/2025 | 10.4(c) | |
| 10.3(a)†^ | Administrative Services Agreement, dated as of January 1, 2020, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. | S-1 | 5/9/2025 | 10.5(a) | |
| 10.3(b)† | Amendment No. 1 to Administrative Services Agreement, dated as of April 6, 2021, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. | S-1 | 5/9/2025 | 10.5(b) | |
| 10.3(c)† | Amendment No. 2 to Administrative Service Agreement, dated as of March 7, 2022, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. | S-1 | 5/9/2025 | 10.5(c) | |
| 10.4†^ | Administrative Services Agreement, dated as of December 13, 2022, by and between Omada Health, Inc. and Allegiance Benefit Plan Management, Inc. | S-1 | 5/9/2025 | 10.6 | |
| 10.5(a)†^ | Ancillary Services Agreement, dated as of May 31, 2018, by and between Omada Health, Inc. and Cigna Health Corporation. | X | |||
| 10.5(b)† | Amendment No. 1 to Ancillary Services Agreement, dated as of January 1, 2019, by and between Omada Health, Inc. and Cigna Health Corporation. | S-1 | 5/9/2025 | 10.7(b) | |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | |||||
|---|---|---|---|---|---|
| Form · Date · Number | |||||
| 10.5(c)† | Amendment No. 2 to Ancillary Services Agreement, dated as of January 16, 2019, by and between Omada Health, Inc. and Cigna Health Corporation. | S-1 | 5/9/2025 | 10.7(c) | |
| 10.5(d)† | Amendment No. 3 to Ancillary Services Agreement, dated as of January 1, 2020, by and between Omada Health, Inc., and Cigna Health Corporation. | S-1 | 5/9/2025 | 10.7(d) | |
| 10.5(e) | Amendment No. 4 to Ancillary Services Agreement, dated as of June 1, 2025, by and between Omada Health, Inc., and Cigna Health Corporation. | S-1/A | 5/29/2025 | 10.7(e) | |
| 10.6(a)# | 2011 Stock Plan. | S-1 | 5/9/2025 | 10.8(a) | |
| 10.6(b)# | Form Agreements under 2011 Stock Plan. | S-1/A | 5/29/2025 | 10.8(b) | |
| 10.7(a)# | 2025 Incentive Award Plan. | S-1/A | 5/29/2025 | 10.9(a) | |
| 10.7(b)# | Form Agreements under 2025 Incentive Award Plan. | S-1 | 5/9/2025 | 10.9(b) | |
| 10.8# | 2025 Employee Stock Purchase Plan. | S-1/A | 5/29/2025 | 10.10 | |
| 10.9# | Non-Employee Director Compensation Program. | S-1 | 5/9/2025 | 10.11 | |
| 10.10# | Form of Indemnification Agreement for Directors and Officers. | S-1 | 5/9/2025 | 10.12 | |
| 10.11# | Offer Letter, by and between Omada Health, Inc. and Steve Cook. | S-1 | 5/9/2025 | 10.13 | |
| 10.12# | Offer Letter, by and between Omada Health, Inc. and Wei-Li Shao. | S-1 | 5/9/2025 | 10.14 | |
| 10.13# | Form of Change in Control and Severance Agreement for Officers. | S-1 | 5/9/2025 | 10.15 | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| ExhibitNumber | Exhibit Description | Incorporated by Reference | FiledHerewith | |
| Form | Date | Number | ||
| 101 | The following financial information from Omada, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements. | X | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||
#Indicates management contract or compensatory plan.
†Portions of the exhibit, marked by brackets, have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information (i) is not material and (ii) is the type of information that Omada Health, Inc. treats as private or confidential.
^Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Omada Health, Inc. undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.
*The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Omada Health, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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