SecProbe.io

November 27, 2024
Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111
Re:Omada Health, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 18, 2024
CIK No. 0001611115
Dear Sean Duffy:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 21, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
The growth of our business relies, in part, on the growth and success of our customers and
channel partners such as health plans, PBMs..., page 21
1.We note your response to comment 3. Please tell us whether the fees subject to
repayment pursuant to performance guarantees if certain clinical outcomes or other
performance criteria are not met have had a material impact on your results of
operation.

November 27, 2024
Page 2
Business
Our Market Opportunity, page 121
2.We note your response to comment 7, including your revised disclosure on page 122
that "[a]lthough not all members in [y]our program had at least one such paid
insurance claim, [you] believe that the overall group of members that did have a paid
claim is a representative group of members who take GLP-1 therapy and enroll and
engage in Omada for Prevention & Weight Health." Please disclose the percentage of
members in the program with at least one paid insurance claim, and further discuss
why you believe that the overall group of members that did have a paid claim is a
representative group of members. We also note your disclosure that "[m]embers were
divided into groups reflecting "meaningful" engagement with [y]our program (defined
as equal to or greater than the median amount of observed engagement) and "limited"
engagement with [y]our program (defined as less than the median amount of observed
engagement) using a median split of their total interactions with the Omada program
each month" and that "[a]ll Prevention & Weigh Health members covered by the
SafeguardRx program, including those who did not have evidence of GLP-1 claims,
were pooled together during the observed time period to calculate the median level of
engagement." Please disclose the median amount of observed engagement and briefly
explain why all Prevention & Weigh Health members covered by the SafeguardRx
program, including those who did not have evidence of GLP-1 claims, were pooled
together during the observed time period.
            Please contact Julie Sherman at 202-551-3640 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Kathleen M. Wells, Esq.