Omada Health, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Equity Plan-Related Issuances During the three months ended June 30, 2025, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 327,013 shares of our common stock under our 2011 Stock Plan (as amended, the “2011 Plan”) and 2025 Incentive Award Plan. During the three months ended June 30, 2025, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 630,328 restricted stock units be settled in shares of our common stock, under our 2025 Incentive Award Plan. During the three months ended June 30, 2025, we issued and sold to our directors, officers, employees, consultants, and other service providers an aggregate of 391,883 shares of our common stock upon the exercise of stock options under our 2011 Plan. Exercise prices under our 2011 Plan and 2025 Incentive Award Plan ranged from $2.6 to $10.9 per share, for an aggregate purchase price of $2.8 million. On May 19, 2025, all outstanding warrants to acquire shares of our Series B redeemable convertible preferred stock were automatically cashless exercised in accordance with their terms, resulting in the issuance of 92,194 shares of our Series B redeemable convertible preferred stock, which shares were subsequently converted into 30,731 shares of our common stock in connection with our initial public offering (“IPO”). We received no proceeds in connection with the exercise of the Series B redeemable convertible preferred stock warrants or the subsequent conversion of the shares of preferred stock into shares of common stock. On June 9, 2025, the holder of all outstanding warrants to acquire shares of our Series D redeemable convertible preferred stock cashless exercised such warrants, resulting in the issuance of 135,143 shares of our Series D redeemable convertible preferred stock, which shares were subsequently converted into 45,047 shares of our common stock in connection with our IPO. We received no proceeds in connection with the exercise of the Series D redeemable convertible preferred stock warrants or the subsequent conversion of the shares of redeemable convertible preferred stock into shares of common stock. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under Rule 701 promulgated under the Securities Act, as transactions under compensatory benefits plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. Use of Proceeds On June 9, 2025, we completed our IPO, in which we issued and sold 9,085,000 shares of 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 public offering price of $19.00 per share. We received proceeds of approximately $151.6 million, after deducting underwriting discounts and commissions of $12.0 million and estimated offering expenses of $9.0 million. All shares sold 98 Table of Contents were registered pursuant to a registration statement on Form S-1 (File No. 333-287156), as amended (the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission on June 5, 2025. Morgan Stanley & Co, LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. We used a portion of the net proceeds from our IPO to repay outstanding borrowings under the MidCap Credit Agreement. There has been no material change in the expected use of the net proceeds from our IPO as described in our Prospectus. Issuer Purchases of Equity Securities None. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4. Mine Safety Disclosures Not Applicable.