Omada Health, Inc.

Previous wording

Since our founding, our programs have had a meaningful, positive impact. As of June 30, 2025, we had over 752,000 total members enrolled in one or more programs. We count a member as enrolled in a program to the extent their participation was billed at least once in the preceding 12 months. We believe our programs serve a clear need for our customers and channel partners as well as our members, which is reinforced by our strong customer satisfaction and member engagement rates. We consider members to be still engaged after one year or two years in the program if, during their twelfth or twenty-fourth month of program participation in a cardiometabolic program, they complete at least one interaction with us, such as logging in or interacting with the Omada mobile app, sending messages to Omada Care Team members, or recording metrics such as weight, blood pressure, or blood glucose values.

Current wording

Since our founding, our programs have had a meaningful, positive impact. As of September 30, 2025, we had over 831,000 total members enrolled in one or more programs. We count a member as enrolled in a program to the extent their participation was billed at least once in the preceding 12 months. We believe our programs serve a clear need for our customers and channel partners as well as our members, which is reinforced by our strong customer satisfaction and member engagement rates. We consider members to be still engaged after one year or two years in the program if, during their twelfth or twenty-fourth month of program participation in a cardiometabolic program, they complete at least one interaction with us, such as logging in or interacting with the Omada mobile app, sending messages to Omada Care Team members, or recording metrics such as weight, blood pressure, or blood glucose values.

Previous wording

•Omada for Prevention & Weight Health: Omada for Prevention & Weight Health, our first program launched in 2012, focuses on prediabetes and weight management, two critical elements of preventing diabetes and heart disease. Informed by guidelines and recommendations set by the U.S. Preventive Services Task Force and the Centers for Disease Control and Prevention (the “CDC”), the goal of the program is to enable members to lose weight, maintain a healthy weight, and increase physical activity. We pair members with a dedicated health coach for the entirety of their experience and support them with a connected scale, a personalized learning path, and support from peer groups to build community.

Current wording

disease. Informed by guidelines and recommendations set by the U.S. Preventive Services Task Force and the Centers for Disease Control and Prevention (the “CDC”), the goal of the program is to enable members to lose weight, maintain a healthy weight, and increase physical activity. We pair members with a dedicated health coach for the entirety of their experience and support them with a connected scale, a personalized learning path, and support from peer groups to build community.

Previous wording

•Omada GLP-1 Care Tracks: First launched in 2023, the initial version of Omada’s GLP-1 Care Track, currently embedded in our cardiometabolic programs, is designed to support members on a GLP-1 therapy—while also engaged in one of those programs—to enable their success before, during, and after GLP-1 therapy. Omada does not develop or prescribe GLP-1 therapies. Rather, our GLP-1 Care Tracks are intended to build and enhance outcomes from the combination of our virtual programs and the member’s medication, with the ultimate goal of supporting members to achieve and maintain weight loss long-term—even after they decide to discontinue GLP-1 therapy. While the initial version of our GLP-1 Care Track is embedded in each of our cardiometabolic programs, customers and channel partners are also able to purchase an enhanced version (the “Enhanced GLP-1 Care Track”), which includes more specialized programming and support.

Current wording

•Omada GLP-1 Care Tracks: First launched in 2023, the initial version of Omada’s GLP-1 Care Track, currently embedded in our cardiometabolic programs, is designed to support members on a GLP-1 therapy—while also engaged in one of those programs—to enable their success before, during, and after GLP-1 therapy. Omada does not develop GLP-1 therapies and historically has not prescribed GLP-1 therapies. Rather, our GLP-1 Care Tracks have generally been intended to build and enhance outcomes from the combination of our virtual programs and the member’s medication, with the ultimate goal of supporting members to achieve and maintain weight loss long-term—even after they decide to discontinue GLP-1 therapy. While the initial version of our GLP-1 Care Track is embedded in each of our cardiometabolic programs, customers and channel partners are also able to

Previous wording

We have experienced strong growth since our inception. Revenue increased 49% to $61.4 million from $41.2 million for the three months ended June 30, 2025 and 2024, respectively, and increased 52% to $116.3 million from $76.3 million for the six months ended June 30, 2025 and 2024, respectively. We incurred net losses of $5.3 million and $10.7 million for the three months ended June 30, 2025 and 2024, respectively, and $14.8 million and $29.7 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

We have experienced strong growth since our inception. Revenue increased 49% to $68.0 million from $45.5 million for the three months ended September 30, 2025 and 2024, respectively, and increased 51% to $184.4 million from $121.8 million for the nine months ended September 30, 2025 and 2024, respectively. We incurred net losses of $3.2 million and $9.2 million for the three months ended September 30, 2025 and 2024, respectively, and $17.9 million and $38.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Our go-to-market strategy follows a business-to-business-to-consumer (“B2B2C”) motion, and as of June 30, 2025, we had over 752,000 total members enrolled in one or more programs that were billable in the preceding 12 months. We sell primarily to employers, who either contract with Omada directly or obtain access to our programs through a channel partner, such as a health plan or PBM, and a key part of our go-to-market strategy is winning new employer contracts during the annual benefits selling season. During that time, our sales and marketing team engages with human resources professionals, benefits managers, and decision makers across various industries to sign up new customers. We sell our programs directly to customers and through channel partners. This selling season typically spans from late spring to early fall, aligning implementation with benefits enrollment schedules and allowing us to launch our products for customers at the start of the following year.

Current wording

Our go-to-market strategy follows a business-to-business-to-consumer (“B2B2C”) motion, and as of September 30, 2025, we had over 831,000 total members enrolled in one or more programs that were billable in the preceding 12 months. We sell primarily to employers, who either contract with Omada directly or obtain access to our programs through a channel partner, such as a health plan or PBM, and a key part of our go-to-market strategy is winning new employer contracts during the annual benefits selling season. During that time, our sales and marketing team engages with human resources professionals, benefits managers, and decision makers across various industries to sign up new customers. We sell our programs directly to customers and through channel partners. This selling season typically spans from late spring to early fall, aligning implementation with benefits enrollment schedules and allowing us to launch our products for customers at the start of the following year.

Previous wording

Sales from or through our top five health plan and PBM partners, including any sales to these entities as customers and sales through these entities as channel partners, represented 76% and 69% of our revenue for the three months ended June 30, 2025 and 2024, respectively, and 75% and 68% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Sales from or through our top five health plan and PBM partners, including any sales to these entities as customers and sales through these entities as channel partners, represented 76% and 70% of our revenue for the three months ended September 30, 2025 and 2024, respectively, and 75% and 69% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Significant customers and channel partners are those which represent 10% or more of the accounts receivable balance or revenue for the periods presented. Customers and channel partners that accounted for 10% or more of accounts receivable, net as of June 30, 2025 and December 31, 2024 or 10% or more of revenue as of and for the three and six months ended June 30, 2025 and 2024 were as follows:

Current wording

Significant customers and channel partners are those which represent 10% or more of the accounts receivable balance or revenue for the periods presented. Customers and channel partners that accounted for 10% or more of accounts receivable, net as of September 30, 2025 and December 31, 2024 or 10% or more of revenue as of and for the three and nine months ended September 30, 2025 and 2024 were as follows:

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

Total revenue increased by $20.2 million, or 49%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 . Total revenue increased $40.0 million, or 52%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Total revenue increased by $22.5 million, or 49%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Total revenue increased $62.5 million, or 51%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Services revenue increased by $18.6 million, or 49%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by an increase of $19.0 million related to growth in total members, with the average number of total members during the three months ended June 30, 2025 increasing by 50% compared to the average for the three months ended June 30, 2024.

Current wording

Services revenue increased by $20.8 million, or 50%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by an increase of $21.8 million related to growth in total members, with the average number of total members during the three months ended September 30, 2025 increasing by 52% compared to the average for the three months ended September 30, 2024.

Previous wording

Hardware revenue increased by $1.6 million, or 54%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a 44% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which directly drove the number of devices that we delivered.

Current wording

Hardware revenue increased by $1.7 million, or 49%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a 53% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which directly drove the number of devices that we delivered.

Previous wording

Services revenue increased by $36.2 million, or 52%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by an increase of $35.3 million related to growth in total members, with the average number of total members during the six months ended June 30, 2025 increasing by 49% compared to the average for the six months ended June 30, 2024, and by $0.9 million related to higher average fees per member compared to prior-year.

Current wording

Services revenue increased by $57.0 million, or 51%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by an increase of $56.8 million related to growth in total members, with the average number of total members during the nine months ended September 30, 2025 increasing by 50% compared to the average for the nine months ended September 30, 2024.

Previous wording

Hardware revenue increased by $3.8 million, or 63%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a 52% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which directly drove the number of devices that we delivered.

Current wording

Hardware revenue increased by $5.5 million, or 58%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a 53% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which directly drove the number of devices that we delivered.

Previous wording

Total cost of revenue increased by $4.7 million, or 29%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 . Total cost of revenue increased $10.0 million, or 29%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Total cost of revenue increased by $6.0 million, or 35%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Total cost of revenue increased by $16.0 million, or 31%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Cost of services revenue increased by $1.9 million, or 18%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a $1.6 million increase in personnel costs related in part to an increase in headcount, a $0.2 million increase in technology support and product costs to support the growth in our total members, and a $0.1 million increase in amortization of capitalized internal-use software costs.

Current wording

Cost of services revenue increased by $2.0 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a $1.8 million increase in personnel costs related in part to an increase in headcount.

Previous wording

Cost of hardware revenue increased by $2.8 million, or 49%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a 44% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which drove new devices, supplies, and fulfillment costs.

Current wording

Cost of hardware revenue increased by $4.0 million, or 63%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a 53% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which drove new devices, supplies, fulfillment costs, which include tariffs, compared to the prior period.

Previous wording

Cost of services revenue increased $4.4 million, or 21%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a $3.7 million increase in personnel costs related in part to an increase in headcount, a $0.3 million increase in technology support and product costs to support the growth in our total members, and a $0.4 million increase in amortization of capitalized internal-use software costs.

Current wording

Cost of services revenue increased $6.4 million, or 20%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $5.5 million increase in personnel costs related in part to an increase in headcount and a $0.6 million increase in amortization of capitalized internal-use software costs.

Previous wording

Cost of hardware revenue increased by $5.6 million, or 43%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a 52% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which drove new devices, supplies, and fulfillment costs.

Current wording

Cost of hardware revenue increased by $9.6 million, or 50%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a 53% increase in total members, reflecting new members enrolled in our programs compared to the prior-year period, which drove new devices, supplies, fulfillment costs, which include tariffs, compared to the prior period.

Previous wording

Gross profit increased by $15.5 million, or 62%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, driven by a 44% increase in total members and by a decrease in personnel costs per total member needed to support enrolled members as a result of strategic efficiency initiatives such as improving the effectiveness of our Care Team interventions and Care Team time management (“Care Team efficiency initiatives”), as well as the expanded use of supporting technologies, such as tools that can surface helpful templates for our Care Team’s consideration in frequently recurring scenarios (“Care Team message support”).

Current wording

Gross profit increased by $16.5 million, or 58%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven by a 53% increase in total members and by a decrease in personnel costs per total member needed to support enrolled members as a result of strategic efficiency initiatives such as improving the effectiveness of our Care Team interventions and Care Team time management (“Care Team efficiency initiatives”), as well as the expanded use of supporting technologies, such as tools that can surface helpful templates for our Care Team’s consideration in frequently recurring scenarios (“Care Team message support”).

Previous wording

Gross margin expanded by 5.4 percentage points for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.The expansion of gross margin was primarily driven by lower personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Current wording

Gross margin expanded by 3.5 percentage points for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.The expansion of gross margin was primarily driven by lower personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Previous wording

Gross profit increased by $30.0 million, or 71%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by a 52% increase in total members and a decrease in personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives, as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Current wording

Gross profit increased by $46.5 million, or 66%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven by a 53% increase in total members and a decrease in personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives, as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Previous wording

Gross margin expanded by 6.8 percentage points for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The expansion of gross margin was primarily driven by lower personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives, as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Current wording

Gross margin expanded by 5.5 percentage points for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The expansion of gross margin was primarily driven by lower personnel costs per total member needed to support enrolled members as a result of Care Team efficiency initiatives, as well as the expanded use of supporting technologies, such as tools for Care Team message support.

Previous wording

Research and development expenses increased by $1.0 million, or 12%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a $0.7 million increase in personnel costs related primarily to an increase in headcount and increases in compensation expenses per employee, and a $0.3 million increase in technology infrastructure expenses and professional and outside services costs.

Current wording

Research and development expenses increased by $1.5 million, or 16%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a $1.0 million increase in personnel costs related primarily to an increase in headcount and a $0.5 million increase in technology infrastructure expenses and professional and outside services costs.

Previous wording

Research and development expenses increased $0.9 million, or 5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a $0.4 million increase in personnel costs related primarily to an increase in headcount and stock-based compensation per employee and a $0.5 million increase in technology infrastructure expenses and professional and outside services costs.

Current wording

Research and development expenses increased $2.4 million, or 9%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $1.4 million increase in personnel costs related primarily to an increase in headcount and stock-based compensation per employee and a $1.0 million increase in technology infrastructure expenses, professional and outside services costs.

Previous wording

Sales and marketing expenses increased by $7.1 million, or 47%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by a $4.1 million increase in administrative and marketing fees that we paid to channel partners for their services in support of our member enrollments, a $1.8 million increase in personnel costs related primarily to an increase in headcount and increases in compensation expenses per employee, and a $1.2 million increase in other marketing and technology infrastructure expenses.

Current wording

Sales and marketing expenses increased by $5.4 million, or 31%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a $3.2 million increase in administrative and marketing fees that we paid to channel partners for their services in support of our member enrollments, a $1.6 million increase in personnel costs related primarily to an increase in headcount and increases in compensation expenses per employee, and a $0.6 million increase in other marketing programs and sales commissions.

Previous wording

Sales and marketing expenses increased by $10.1 million, or 31%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a $6.0 million increase in administrative and marketing fees that we paid to channel partners for their services in support of our member enrollments, a $2.6 million increase in personnel costs related primarily to an increase in headcount and increases in compensation expenses per employee, and a $1.7 million increase in advertising and marketing expenses, offset by a $0.2 million decrease in professional and outside services.

Current wording

Sales and marketing expenses increased by $15.5 million, or 31%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $9.2 million increase in administrative and marketing fees that we paid to channel partners for their services in support of our member enrollments, a $4.2 million increase in personnel costs related primarily to an increase in headcount and increases in compensation expenses per employee, and a $2.3 million increase in other marketing programs and sales commissions, offset by a $0.3 million decrease in professional and outside services.

Previous wording

General and administrative expenses increased by $3.7 million, or 18%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by a $1.9 million increase in personnel costs related primarily to an increase in headcount, increases in compensation expenses per employee, and increased travel and entertainment costs associated with our IPO, a $0.8 million increase in technology infrastructure expenses, a $0.5 million increase in professional and outside services costs related to financial statement audits and preparing for public company operations, and a $0.5 million increase in other general and administrative expenses.

Current wording

General and administrative expenses increased by $7.4 million, or 24%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $3.8 million increase in personnel costs related primarily to an increase in headcount, increases in compensation expenses per employee, and increased travel and entertainment costs associated with our IPO, a $0.9 million increase in technology infrastructure expenses, a $0.9 million increase in professional and outside services costs related to preparing for public company operations, a $0.7 million increase in bad debt expenses, a $0.5 million increase in business insurance expenses, a $0.4 million increase in local taxes.

Previous wording

Interest income increased by $0.8 million, or 915%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by interest earned from the increase in cash and cash equivalents from IPO proceeds.

Current wording

Interest income increased by $2.0 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by interest earned from the increase in cash and cash equivalents from IPO proceeds.

Previous wording

Interest income increased by $0.8 million, or 129%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by interest earned from the increase in cash and cash equivalents from IPO proceeds.

Current wording

Interest income increased by $2.8 million, or 441%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by interest earned from the increase in cash and cash equivalents from IPO proceeds.

Previous wording

The change in fair value of warrant liabilities increased by $1.1 million, or (288%), for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily driven by changes in the stock price, expected stock volatility, risk-free rate, and reduction in time to expiry.

Current wording

The change in fair value of warrant liabilities increased by $0.6 million, or 150%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by changes in the stock price, expected stock volatility, risk-free rate, and reduction in time to expiry.

Previous wording

The change in fair value of warrant liabilities increased by $1.3 million, or (7488%), for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by changes in the stock price, expected stock volatility, risk-free rate, and reduction in time to expiry.

Current wording

The change in fair value of warrant liabilities increased by $1.9 million, or 430%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by changes in the stock price, expected stock volatility, risk-free rate, and reduction in time to expiry.

Previous wording

While Omada does not develop or prescribe GLP-1 therapies, we believe the approval of several GLP-1s to treat diabetes and obesity alongside changes in diet and exercise has the potential to increase interest in cardiometabolic programs such as ours. The GLP-1 treatment landscape is relatively new and evolving, and the continued growth of GLP-1 prescriptions may drive fluctuations in demand for our cardiometabolic programs and impact revenue in future periods.

Current wording

While Omada does not develop GLP-1 therapies and historically has not prescribed GLP-1 therapies, we believe the approval of several GLP-1s to treat diabetes and obesity alongside changes in diet and exercise has the potential to increase interest in cardiometabolic programs such as ours. The GLP-1 treatment landscape is relatively new and evolving, and the continued growth of GLP-1 prescriptions may drive fluctuations in demand for our cardiometabolic programs and impact revenue in future periods.

Previous wording

GLP-1 therapies have driven significant spending related to cardiometabolic conditions and obesity, with combined global sales of Ozempic, Rybelsus, Wegovy, and Mounjaro reaching approximately $41.4 billion in 2024, a 73% increase compared to 2023, according to public filings by the respective drug manufacturers. GLP-1 therapies can represent a significant cost burden to employers and other entities (including health plans and PBMs). For example, employers pay for GLP-1 therapies with list prices that can exceed $1,000 per month. However, the lasting value derived from the prescription alone may be limited without long-term behavior change. As of June 30, 2025, FDA-approved labels guided that GLP-1 therapies prescribed in adults for obesity or chronic weight management should be prescribed concurrently with a behavioral and lifestyle treatment plan. Accordingly, we believe that the growth in GLP-1 medication prescriptions may also result in increased interest in lifestyle modification programs such as our cardiometabolic programs, which can support members on a GLP-1 therapy.

Current wording

GLP-1 therapies have driven significant spending related to cardiometabolic conditions and obesity, with combined global sales of Ozempic, Rybelsus, Wegovy, and Mounjaro reaching approximately $41.4 billion in 2024, a 73% increase compared to 2023, according to public filings by the respective drug manufacturers. GLP-1 therapies can represent a significant cost burden to employers and other entities (including health plans and PBMs). For example, employers pay for GLP-1 therapies with list prices that can exceed $1,000 per month. However, the lasting value derived from the prescription alone may be limited without long-term behavior change. As of September 30, 2025, FDA-approved labels guided that GLP-1 therapies prescribed in adults for obesity or chronic weight management should be prescribed concurrently with a behavioral and lifestyle treatment plan. Accordingly, we believe that the growth in GLP-1 medication

Previous wording

Since our inception, we have financed our operations primarily through proceeds from issuance of our redeemable convertible preferred stock, debt financing agreements, and cash generated from the sale of our products and services. As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents of $223.1 million and working capital of $213.1 million. Cash and cash equivalents are composed of cash held in sweep accounts, checking accounts, and money market funds. Our principal use of cash is to fund our operations and invest in R&D to support our growth.

Current wording

Since our inception, we have financed our operations primarily through proceeds from issuance of our redeemable convertible preferred stock, debt financing agreements, and cash generated from the sale of our products and services. As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $198.6 million and working capital of $184.8 million. Cash and cash equivalents are composed of cash held in sweep accounts, checking accounts, and money market funds. Our principal use of cash is to fund our operations and invest in R&D to support our growth.

Previous wording

We have generated significant losses from operations and negative cash flows from operating activities in the past, as reflected in our accumulated deficit of $458.7 million as of June 30, 2025. We believe that our current cash and cash equivalents will be sufficient to fund our operations for at least the next 12 months. Our future capital requirements, however, will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and R&D expenditures, the continuing market acceptance of our products and services, and the use of cash to fund potential mergers or acquisitions. In the event that additional financing is required from outside sources, we may seek to raise additional funds through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and on acceptable terms, our business, results of operations, and financial condition could be materially and adversely affected.

Current wording

We have generated significant losses from operations and negative cash flows from operating activities in the past, as reflected in our accumulated deficit of $461.9 million as of September 30, 2025. We believe that our current cash and cash equivalents will be sufficient to fund our operations for at least the next 12 months. Our future capital requirements, however, will depend on many factors, including our growth rate, the timing and extent of our sales and marketing and R&D expenditures, the continuing market acceptance of our products and services, and the use of cash to fund potential mergers or acquisitions. In the event that additional financing is required from outside sources, we may seek to raise additional funds through equity, equity-linked arrangements, and debt. If we are unable to raise additional capital when desired and on acceptable terms, our business, results of operations, and financial condition could be materially and adversely affected.

Previous wording

In June 2023, we entered into a financing arrangement with Physera, Inc., MidCap Funding IV Trust (“MidCap”), as administrative agent, MidCap Financial Trust, as term loan servicer, certain funds managed by MidCap, as lenders, and the lenders, additional borrowers, and guarantors from time to time party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “MidCap Credit Agreement”), for a senior secured term loan (the “MidCap Term Facility”) in an aggregate principal amount of up to $60.0 million, with up to $30.0 million available upon the initial closing date and up to $30.0 million (the “Second Tranche”) available for draw from October 2024 through March 2025 conditional upon achievement of $120.0 million of trailing 12-month revenue (the “Revenue Condition”) and $60.0 million liquidity. On March 7, 2025, we entered into an amendment to the MidCap Credit Agreement which, among other things, (i) extended the availability of the Second Tranche until December 31, 2025 and (ii) modified the Revenue Condition to require trailing 12-month revenue of $165.0 million if the Second Tranche is advanced during the first fiscal quarter of 2025, $170.0 million if the Second Tranche is advanced during the second fiscal quarter of 2025, $175.0 million if the Second Tranche is advanced during the third fiscal quarter of 2025 and $180.0 million if the Second Tranche is advanced during the fourth fiscal quarter of 2025. Upon the initial closing date of the MidCap Credit Agreement, we drew down on $30.0 million of the MidCap Term Facility and used a portion of the proceeds to repay the outstanding principal balance (including prepayment premium) and accrued interest on the Perceptive Credit Agreement. The MidCap Term Facility is interest-only for 48 months. At the end of the initial interest-only period, we can elect to extend the interest-only period an additional 12 months if we meet a certain trailing 12-month revenue level (the “Minimum Net Revenue”) and no event of default has occurred and is continuing. The MidCap Credit Agreement also includes a revolving line of credit facility (the “MidCap Revolving Facility”) allowing for up to $20.0 million in revolving borrowings. The availability of the MidCap Revolving Facility is calculated as a percentage of our outstanding accounts receivable and inventory balances (“Availability”). We are required to maintain a minimum drawn balance on the MidCap Revolving Facility of no less than 20% of Availability, or will be required to pay a fee equal to the MidCap Revolving Facility interest rate on the difference between the amount of revolving loans drawn and 20% of Availability. Upon the initial closing date of the MidCap Credit Agreement, we drew $1.0 million on the MidCap Revolving Facility. The maturity date of the MidCap Term Facility and the MidCap Revolving Facility is June 1, 2028. As of each of June 30, 2025 and 2024, the outstanding balance on the MidCa…

Excerpt shortened here; the source contains the full paragraph.

Current wording

In June 2023, we entered into a financing arrangement with Physera, Inc., MidCap Funding IV Trust (“MidCap”), as administrative agent, MidCap Financial Trust, as term loan servicer, certain funds managed by MidCap, as lenders, and the lenders, additional borrowers, and guarantors from time to time party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “MidCap Credit Agreement”), for a senior secured term loan (the “MidCap Term Facility”) in an aggregate principal amount of up to $60.0 million, with up to $30.0 million available upon the initial closing date and up to $30.0 million (the “Second Tranche”) available for draw from October 2024 through March 2025 conditional upon achievement of $120.0 million of trailing 12-month revenue (the “Revenue Condition”) and $60.0 million liquidity. On March 7, 2025, we entered into an amendment to the MidCap Credit Agreement which, among other things, (i) extended the availability of the Second Tranche until December 31, 2025 and (ii) modified the Revenue Condition to require trailing 12-month revenue of $165.0 million if the Second Tranche were to be advanced during the first fiscal quarter of 2025, $170.0 million if the Second Tranche were to be advanced during the second fiscal quarter of 2025, $175.0 million if the Second Tranche were to be advanced during the third fiscal quarter of 2025, and $180.0 million if the Second Tranche were to be advanced during the fourth fiscal quarter of 2025. Upon the initial closing date of the MidCap Credit Agreement, we drew down on $30.0 million of the MidCap Term Facility and used a portion of the proceeds to repay the outstanding principal balance (including prepayment premium) and accrued interest on the Perceptive Credit Agreement. The MidCap Term Facility was interest-only for 48 months. At the end of the initial interest-only period, we could elect to extend the interest-only period an additional 12 months if we met a certain trailing 12-month revenue level (the “Minimum Net Revenue”) and no event of default had occurred and was continuing. The MidCap Credit Agreement also included a revolving line of credit facility (the “MidCap Revolving Facility”) allowing for up to $20.0 million in revolving borrowings. The availability of the MidCap Revolving Facility was calculated as a percentage of our outstanding accounts receivable and inventory balances (“Availability”). We were required to maintain a minimum drawn balance on the MidCap Revolving Facility of no less than 20% of Availability, or we would have been required to pay a fee equal to the MidCap Revolving Facility interest rate on the difference between the amount of revolving loans drawn and 20% of Availability. Upon the initial closing date of the MidCap Credit Agreement, we drew $1.0 million on the MidCap Revolving Facility. The maturity date of the MidCap Term Facility and the MidCap Revolving Facility were June 1, 2028. As of each of September…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Interest is charged on any outstanding principal of the MidCap Term Facility at the sum of the one-month forward-looking term SOFR rate plus 0.10% (“Adjusted SOFR”), plus 7.00%, subject to a floor of 2.50%. Interest on the MidCap Revolving Facility is charged at the sum of Adjusted SOFR plus 4.00%, subject to a floor of 2.50%. Both interest rates are reset monthly. The effective interest rate for the three months ended June 30, 2025 and 2024, was 13.4% and 14.4%, respectively, on the MidCap Term Facility, and 11.2% and 12.0%, respectively, on the MidCap Revolving Facility. The effective interest rate for the six months ended June 30, 2025 and 2024 on the MidCap Term Facility was 13.4% and 14.4%, respectively, and 11.3% and 12.3% on the MidCap Revolving Facility, respectively.

Current wording

Interest was charged on any outstanding principal of the MidCap Term Facility at the sum of the one-month forward-looking term SOFR rate plus 0.10% (“Adjusted SOFR”), plus 7.00%, subject to a floor of 2.50%. Interest on the MidCap Revolving Facility was charged at the sum of Adjusted SOFR plus 4.00%, subject to a floor of 2.50%. Both interest rates were reset monthly. The effective interest rate for the three months ended September 30, 2025 and 2024, was 40.6% and 14.5%, respectively, on the MidCap Term Facility, and 33.3% and 12.5%, respectively, on the MidCap Revolving Facility. The effective interest rate for the nine months ended September 30, 2025 and 2024 on the MidCap Term Facility was 17.2% and 14.4%, respectively, and 14.5% and 12.2% on the MidCap Revolving Facility, respectively.

Previous wording

MidCap Credit Agreement includes customary covenants for a facility of this type, including monthly reporting requirements and, at any time that liquidity is less than 1.50x the outstanding principal balance of the MidCap Term Facility, a financial covenant to maintain minimum trailing 12-month net revenue levels specified in the MidCap Credit Agreement. The MidCap Credit Agreement also contains various covenants that limit our ability to, among other things: sell, transfer, lease, or dispose of our assets subject to certain exclusions; create, incur, assume, guarantee, or assume additional indebtedness, other than certain permitted indebtedness; encumber or permit liens on any of our assets other than certain permitted liens; make restricted payments, including paying cash dividends on, repurchasing or making distributions with respect to any of our capital stock; make specified investments; consolidate, merge with, or acquire any other entity, or sell or otherwise dispose of all or substantially all of our assets; and enter into certain transactions with our affiliates, in each case, subject to certain exceptions, baskets, and thresholds set forth in the MidCap Credit Agreement. As of June 30, 2025, we were in compliance with our financial covenants.

Current wording

The MidCap Credit Agreement included customary covenants for a facility of this type, including monthly reporting requirements and, at any time that liquidity was less than 1.50x the outstanding principal balance of the MidCap Term Facility, a financial covenant to maintain minimum trailing 12-month net revenue levels specified in the MidCap Credit Agreement. The MidCap Credit Agreement also contained various covenants that limited our ability to, among other things: sell, transfer, lease, or dispose of our assets subject to certain exclusions; create, incur, assume, guarantee, or assume additional indebtedness, other than certain permitted indebtedness; encumber or permit liens on any of our assets other than certain permitted liens; make restricted payments, including paying cash dividends on, repurchasing or making distributions with respect to any of our capital stock; make specified investments; consolidate, merge with, or acquire any other entity, or sell or otherwise dispose of all or substantially all of our assets; and enter into certain transactions with our affiliates, in each case, subject to certain exceptions, baskets, and thresholds set forth in the MidCap Credit Agreement. As of July 31, 2025, we were in compliance with our financial covenants.

Previous wording

On June 9, 2025, we completed our IPO of 9,085,000 shares of our common stock, which includes the exercise in full by the underwriters of their option to purchase from us 1,185,000 shares of our common stock, at a price to the public of $19.00 per share. The gross proceeds to us from the IPO were $172.6 million and $151.6 million, after deducting $12.0 million underwriting discounts and commissions and $9.0 million estimated offering expenses payable by us. Immediately prior to the closing of the IPO, each outstanding share of our Series A, Series B, Series C, Series C-1, Series D, Series D-1, and Series E redeemable convertible preferred stock, including shares of redeemable convertible preferred stock issued upon the exercise of Series B and Series D redeemable convertible preferred stock warrants, converted into one-third of a share our common stock.

Current wording

On June 9, 2025, we completed our IPO of 9,085,000 shares of our common stock, which includes the exercise in full by the underwriters of their option to purchase from us 1,185,000 shares of our common stock, at a price to the public of $19.00 per share. The gross proceeds to us from the IPO were $172.6 million and $151.6 million, after deducting $12.0 million underwriting discounts and commissions and $9.0 million estimated offering expenses payable by us. Immediately prior to the closing of the IPO, each outstanding share of our Series A, Series B, Series C, Series C-1, Series D, Series D-1, and Series E redeemable convertible preferred stock, including shares of redeemable convertible preferred stock issued upon the exercise of Series B and Series D redeemable convertible preferred stock warrants, converted into one-third of a share of our common stock.