OMDA — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Our mission is to bend the curve. Our hope is that, one day, tomorrow’s epidemiologists will notice a bend in disease curves, wonder what might be happening, and conclude that part of that impact has been Omada. As part of that mission, we strive to inspire and enable people to make lasting health c…

• Our virtual care programs are rooted in evidence and combine relationship-based, human-led clinical care with purpose-built technology. We call this approach Compassionate Intelligence. Our Care Teams, composed of health coaches, select relevant specialists, and licensed physical therapists, dependi…

• As of December 31, 2025, the Company remains subject to examination by U.S. federal and state taxing authorities for all tax years since inception, as net operating loss carryforwards remain subject to adjustment.

• On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, including changes to the treatment of research and development expenditures under Section 174 of the Internal Revenue Code of 1986, as amended (the “Code”), modifications …

• Under the OBBBA and newly enacted Section 174A of the Code, taxpayers may accelerate the recovery of previously capitalized domestic research and development expenditures that remained unamortized as of 2025, either

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• Our mission is to bend the curve. Our hope is that, one day, tomorrow’s epidemiologists will notice a bend in disease curves, wonder what might be happening, and conclude that part of that impact has been Omada. As part of that mission, we strive to inspire and enable people to make lasting health c…

• Our virtual care programs are rooted in evidence and combine relationship-based, human-led clinical care with purpose-built technology. We call this approach Compassionate Intelligence. We work to develop trust with each member and use technology to help us personalize their experience, enabling us …

• We sell our programs to customers that cover the cost for covered individuals. Our customers include employers that cover our programs for their employees and their dependents, health systems that cover our programs for patients, and any other entity that is financially responsible for costs of our …

• We launched our initial program in diabetes prevention and weight health in 2012, with the goal of showing that a virtual program could achieve the same clinical results as its in-person archetype. Through feedback from our customers, channel partners, members, and the market at large, we then recog…

• 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 …

Text added vs the prior filing · source: 10-Q · 2026-05-08

• We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents of $211.8 million as of March 31, 2026 and $222.0 million as of December 31, 2025. Our cash and cash equivalents consist of cash held in sweep accounts, checking accounts, and money market funds. The…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents of $198.6 million as of September 30, 2025 and $76.4 million as of December 31, 2024. Our cash and cash equivalents consist of cash held in sweep accounts, checking accounts, and money market funds. …

Text added vs the prior filing · source: 10-Q · 2026-05-08

• As disclosed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, we previously identified a material weakness in our internal control over financial reporting related to inadequate formalized processes and control activities to support the financial close and reporting process…

• Management’s remediation plan to address the material weakness existing as of December 31, 2025 related to inadequate formalized processes and control activities to support the financial close and reporting process, including the review of financial information, account analysis, and journal entries…

• •Continuing to hire qualified technical accounting and financial reporting personnel with public company experience to perform control activities;

• •Continuing the process of implementing, enhancing, and formalizing control activities related to significant accounts and disclosures; and

• •Investing in additional technology infrastructure and refinement to enhance monitoring of financial transactions and exceptions and to promote related data integrity.

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• As disclosed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, we previously identified material weaknesses in our internal control over financial reporting related to (i) inadequate segregation of duties within our financial reporting process, leading to certain duties bein…

• weaknesses existed because we did not have the necessary business processes, systems, personnel, and related internal controls. The deficiencies identified did not result in a material misstatement to our financial statements.

• We have taken and will continue to take action to remediate these material weaknesses, including:

• •implementing processes and controls to better identify and manage segregation of duties risks;

• •designing and implementing controls related to significant accounts and disclosures to achieve complete, accurate, and timely financial accounting, reporting, and disclosures, including controls over account reconciliations, segregation of duties, and the preparation and review of journal entries;

Text added vs the prior filing · source: 10-Q · 2026-05-08

• enrollment may decline, and our revenue will likely decrease, which could materially and adversely affect our business, financial condition, results of operations, and prospects.

• operations, any of which could materially and adversely affect our business, financial condition, results of operations, and prospects.

• The virtual care market is relatively new, unproven, and rapidly evolving, and it is uncertain whether it will achieve and sustain high levels of demand, customer acceptance, and market adoption. Our future financial performance will depend in part on growth in this market and on our ability to adap…

• success will depend to a substantial extent on the willingness of existing and potential customers to increase their coverage of and support for our programs and our ability to demonstrate the value of our programs to our existing and potential customers and channel partners. If these entities do no…

• In addition, while we do not currently enroll members from Medicare or Medicaid fee-for-service populations, recent changes in federal health policy and government programs have shown some increased interest in outcomes-based pricing models, expanding access to digital and preventive services, and l…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• The virtual care market is relatively new, unproven, and rapidly evolving, and it is uncertain whether it will achieve and sustain high levels of demand, customer acceptance, and market adoption. The COVID-19 pandemic increased utilization of virtual-first care services, but long-term demand for vir…

• Some of our competitors may have, or new competitors or alliances may emerge that have, greater name and brand recognition, greater market share, a larger customer base, more or larger channel partner relationships, more widely adopted proprietary technologies, greater marketing expertise, larger sa…

• We could also lose customers if those customers contract for our programs through a health plan or other channel partner and subsequently elect to migrate to a new health plan or channel partner with which we do not have an existing contractual relationship for certain programs or at all or are not …

• We currently host our platform, serve our customers, channel partners, and members, and support our operations primarily from third-party data centers and hosting providers, including Amazon Web Services (“AWS”), a provider of cloud infrastructure services, and we also rely on other services provide…

• If the suppliers or third-party manufacturers of the devices provided in connection with our programs experience shortages, limited access to, or increased costs of certain raw materials and other semi-finished or finished goods, it may result in production delays or delays in deliveries to members …

Text added vs the prior filing · source: 10-Q · 2026-05-08

• •On March 13, 2026, Craig Gracey, our Chief Accounting Officer, adopted a Rule 10b5-1 Plan for the sale of up to 20,833 shares of our common stock and (ii) the number of shares of our common stock Mr. Gracey will receive following the vesting of restricted stock units covering an aggregate of 4,117 …

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• •On August 15, 2025, Craig Gracey, our Chief Accounting Officer, adopted a Rule 10b5-1 Plan for the sale of up to 20,833 shares of our common stock. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or June 4, 2026.

• No sales or transfer of shares of Company common stock or other securities may be made under the above Rule 10b5-1 Plans prior to the expiration of the restricted period set forth in the lock-up agreements.