CORRESP Filing
Omada Health, Inc.
Date: May 20, 2025 · CIK: 0001611115 · Accession: 0001193125-25-123134
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287156
Letter
140 Scott Drive
Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
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Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010
FOIA Confidential Treatment Request Under 17 C.F.R. §200.83
Attention: Julie Sherman
Li Xiao
Juan Grana
Lauren Nguyen
Re: Omada Health, Inc.
Share-based Compensation
Registration Statement on Form S-1
File No. 333-287156
CIK No. 0001611115 To the addressee set forth above: On behalf of Omada Health, Inc. (“ Omada ” or the “ Company ”), we submit this letter (this “ Letter ”) to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) relating to the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”), originally confidentially submitted to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on June 24, 2024, and filed with the Commission on May 9, 2025. The purpose of this Letter is to provide supplemental information to the Staff with respect to the accounting treatment for share-based compensation for its consideration so that the Company may be in a position to print a preliminary prospectus as promptly as practicable. We are respectfully requesting confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83. This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter. A redacted Letter will be filed on EDGAR, omitting the confidential information contained in this Letter. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1001
May 20, 2025 Page
The Company’s discussion of share-based compensation is primarily contained within the section of the Registration Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Share-based Compensation” and “—Common Stock Valuations” (“ MD&A ”) on pages 122-123 of the Registration Statement and is also discussed in Note 12 to the audited consolidated financial statements and Note 9 of the unaudited condensed consolidated financial statements included in the Registration Statement (the “ Financial Statements ”). The Company supplementally advises the Staff that, while not yet reflected in the Registration Statement, based on discussions with the Company’s Board of Directors (the “ Board of Directors ”) and feedback from prospective investors, and reflecting the input from the lead underwriters for its initial public offering (“ IPO ”), the Company currently anticipates an approximate price range of $[***] to $[***] per share for the Company’s common stock (without giving effect to the expected [***]-for-[***] reverse stock split that the Company plans to effect prior to the filing of a preliminary prospectus with a bona fide price range) (the “ Preliminary IPO Price Range ”), with a midpoint of the anticipated range of approximately $[***] per share (the “ Preliminary Assumed IPO Price ”). On an expected post-reverse stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. For consistency with the Registration Statement, all data in this Letter is reflected on a pre-split basis, unless otherwise expressly noted. The Company’s final Preliminary IPO Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show. Stock Option Grants Since January 1, 2024 Stock options are awarded by the Board of Directors or a committee of the Board of Directors (the “ Committee ”). At the grant date, the Board of Directors or the Committee, as applicable, with input from management, determined the estimated fair value of the Company’s common stock after considering valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement. Set forth below in this Letter is a discussion of each valuation and option grant since January 1, 2024 (prior to January 1, 2024, the last stock option grant was made on December 28, 2023), along with a comparison of the estimated fair values of the Company’s common stock to the Preliminary Assumed IPO Price. The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2024, as well as the estimated fair value per share of the Company’s common stock to determine share-based compensation expense for financial reporting purposes. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1002
May 20, 2025 Page
Grant Date
Number of Shares Underlying Stock Option Grants
Fair Value – Financial Reporting Purposes - Linear Interpolation (a)
2/9/2024
[***]
$[***]
2/28/2024
[***]
$[***]
6/10/2024
[***]
$[***]
6/13/2024
[***]
$[***]
9/3/2024
[***]
$[***]
9/18/2024
[***]
$[***]
10/24/2024
[***]
$[***]
11/14/2024
[***]
$[***]
12/18/2024
[***]
$[***]
1/28/2025
[***]
$[***]
2/2/2025
[***]
$[***]
3/21/2025
[***]
$[***]
5/8/2025
[***]
$[***]
(a) The Company utilizes a linear interpolation between the most recent independent common stock valuations before and after the date of grant to determine the fair value of its common stock on the grant date. HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY The Company has historically determined the fair value of its common stock using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “ AICPA Practice Guide ”). In addition, the Board of Directors and the Committee also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement. As described in greater detail in the MD&A, the Company has utilized a combination of (i) the option-pricing method (“ OPM ”) and (ii) the probability weighted expected return method (“ PWERM ”) for determining the fair value of its common stock. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences and conversion terms of each equity class. Under the PWERM, the per-share value of the common stock is estimated based upon the probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for a lack of marketability. The Board of Directors and the Committee and management developed estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration to the advice from its third-party valuation expert. At each grant date, the Board of Directors and the Committee, as applicable, considered whether any events occurred that would trigger any material changes to the business. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1003
May 20, 2025 Page
The table below sets forth the fair value determinations of the Company’s common stock as of December 31, 2023 through May 6, 2025 that were provided by independent third-party valuation reports that were considered by the Board of Directors and the Committee in making fair value determinations:
Valuation Date
IPO Scenario Probability Weighting
Non-IPO Scenario Probability Weighting
Fair Value Per Share
Percentage Change in Fair Value Per Share from Prior Valuation Report
12/31/2023
[***]%
[***]%
$[***]
[***]%
3/31/2024
[***]%
[***]%
$[***]
[***]%
6/24/2024
[***]%
[***]%
$[***]
[***]%
8/28/2024
[***]%
[***]%
$[***]
[***]%
9/30/2024
[***]%
[***]%
$[***]
[***]%
12/31/2024
[***]%
[***]%
$[***]
[***]%
3/19/2025
[***]%
[***]%
$[***]
[***]%
5/6/2025
[***]%
[***]%
$[***]
[***]%
Fair Value Methodology In valuing the Company’s common stock, management, the Board of Directors, and the Committee, as applicable, with input from external valuation advisors, determined the equity value of the business generally using a hybrid income and market approach for valuations as of December 31, 2023 through May 6, 2025. The use of the income and/or market approaches in the determination of value aligns with the development of the Company and the alignment of the Company to comparable public guideline companies. For valuations of the Company’s common stock, management estimated with the assistance of third-party experts, as of each valuation date, the business enterprise value (“ BEV ”) on a continuing operations basis, using one or a weighted combination of the following acceptable valuation approaches:
•
The market approach estimates the value based on one of three methodologies.
•
The guideline public company (“ GPC ”) method uses a comparison to public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the Company’s financial forecasts to estimate the value of the Company.
•
The guideline company transaction method involves determining valuation multiples from sales of companies with similar financial and operating characteristics and applying the valuation multiples derived from these transactions to the Company. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1004
May 20, 2025 Page
•
The subject company transaction method uses the Company’s own relevant stock transactions to determine the equity value.
•
The income approach estimates value based on the expectation of future cash flows that the Company will generate. The discounted cash flow method involves estimating the future cash flows of a business for a certain discrete period and discounting such cash flows to present value. If the cash flows are expected to continue beyond the discrete time period, then a terminal value of the business is estimated and discounted to present value. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in Omada’s industry or similar lines of business as of each valuation date and are adjusted to reflect the risks inherent in the Company’s cash flows. The Company then allocated the BEV to each class of equity using one or a combination of the following common methodologies:
•
The PWERM estimates the value of common stock based upon an analysis of future values for the entire enterprise assuming various future outcomes. Share value is based upon the probability-weighted present value of these expected outcomes, as well as the rights of each class of preferred stock, common stock, and options.
•
The OPM relies on financial option theory to allocate value among different classes of equity based upon a future option “claim” on value. Under the option allocation methodology, the value of the common stock is estimated as the net value of a series of call options, representing the present value of the expected future returns to the common stockholders. This allocation methodology involves estimating the value of the call options using an option pricing model, such as the Black-Scholes-Merton or binomial, at a series of exercise prices that coincide with the liquidation and conversion preferences of the preferred and common stockholders. For valuations as of December 31, 2023 through May 6, 2025, a 50/50 split of market and income approaches was used. The hybrid OPM-PWERM was selected as the principal equity allocation method as IPO scenarios were considered in anticipation of a liquidity event. Each valuation also considered recent secondary sales transactions and the circumstances upon which the sales were completed (e.g., whether the transactions involved unrelated parties, whether financial information and diligence was provided, and whether the transactions were conducted at arms-length) in order to determine the appropriate weighting. The following describes the Board of Directors’ and the Committee’s fair value determinations and the related 409A valuation reports in further detail: December 2023 409A – This valuation analysis resulted in a determination that the fair value of the Company’s common stock was $[***] per share. This determination was primarily attributable to the Company’s financial projections and utilized a 50% income approach and 50% GPC method approach. The valuation used a hybrid OPM/PWERM allocation methodology. The overall IPO probability was set at [***]% given the Company was preparing for an IPO in 2024. The discount for lack of marketability ranged from 11.5% to 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1005
May 20, 2025 Page
The grants dated February 9, 2024 and February 28, 2024 between the December 2023 and March 2024 409A valuations were made within two months of the December 2023 valuation date with no intervening corporate events that may have materially affected the fair value determination of the Company’s common stock. The Company used a straight-line calculation to determine interpolated fair values of the grants between the December 2023 and March 2024 409A valuations to account for share-based compensation expense for financial reporting purposes. The Company concluded that its best-faith estimate of the fair value for those grants in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ ASC 718 ”) was $[***] and $[***] per share, respectively, as reflected in its Financial Statements. March 2024 409A – This valuation analysis resulted in a change in the fair value of the Company’s common stock from $[***] to $[***] per share. This
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CORRESP 1 filename1.htm CORRESP 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul May 20, 2025 Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv VIA EDGAR AND ELECTRONIC TRANSMISSION London Tokyo Los Angeles Washington, D.C. Madrid Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 FOIA Confidential Treatment Request Under 17 C.F.R. §200.83 Attention: Julie Sherman Li Xiao Juan Grana Lauren Nguyen Re: Omada Health, Inc. Share-based Compensation Registration Statement on Form S-1 File No. 333-287156 CIK No. 0001611115 To the addressee set forth above: On behalf of Omada Health, Inc. (“ Omada ” or the “ Company ”), we submit this letter (this “ Letter ”) to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) relating to the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”), originally confidentially submitted to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on June 24, 2024, and filed with the Commission on May 9, 2025. The purpose of this Letter is to provide supplemental information to the Staff with respect to the accounting treatment for share-based compensation for its consideration so that the Company may be in a position to print a preliminary prospectus as promptly as practicable. We are respectfully requesting confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83. This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter. A redacted Letter will be filed on EDGAR, omitting the confidential information contained in this Letter. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1001 May 20, 2025 Page 2 The Company’s discussion of share-based compensation is primarily contained within the section of the Registration Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Share-based Compensation” and “—Common Stock Valuations” (“ MD&A ”) on pages 122-123 of the Registration Statement and is also discussed in Note 12 to the audited consolidated financial statements and Note 9 of the unaudited condensed consolidated financial statements included in the Registration Statement (the “ Financial Statements ”). The Company supplementally advises the Staff that, while not yet reflected in the Registration Statement, based on discussions with the Company’s Board of Directors (the “ Board of Directors ”) and feedback from prospective investors, and reflecting the input from the lead underwriters for its initial public offering (“ IPO ”), the Company currently anticipates an approximate price range of $[***] to $[***] per share for the Company’s common stock (without giving effect to the expected [***]-for-[***] reverse stock split that the Company plans to effect prior to the filing of a preliminary prospectus with a bona fide price range) (the “ Preliminary IPO Price Range ”), with a midpoint of the anticipated range of approximately $[***] per share (the “ Preliminary Assumed IPO Price ”). On an expected post-reverse stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. For consistency with the Registration Statement, all data in this Letter is reflected on a pre-split basis, unless otherwise expressly noted. The Company’s final Preliminary IPO Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show. Stock Option Grants Since January 1, 2024 Stock options are awarded by the Board of Directors or a committee of the Board of Directors (the “ Committee ”). At the grant date, the Board of Directors or the Committee, as applicable, with input from management, determined the estimated fair value of the Company’s common stock after considering valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement. Set forth below in this Letter is a discussion of each valuation and option grant since January 1, 2024 (prior to January 1, 2024, the last stock option grant was made on December 28, 2023), along with a comparison of the estimated fair values of the Company’s common stock to the Preliminary Assumed IPO Price. The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2024, as well as the estimated fair value per share of the Company’s common stock to determine share-based compensation expense for financial reporting purposes. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1002 May 20, 2025 Page 3 Grant Date Number of Shares Underlying Stock Option Grants Fair Value – Financial Reporting Purposes - Linear Interpolation (a) 2/9/2024 [***] $[***] 2/28/2024 [***] $[***] 6/10/2024 [***] $[***] 6/13/2024 [***] $[***] 9/3/2024 [***] $[***] 9/18/2024 [***] $[***] 10/24/2024 [***] $[***] 11/14/2024 [***] $[***] 12/18/2024 [***] $[***] 1/28/2025 [***] $[***] 2/2/2025 [***] $[***] 3/21/2025 [***] $[***] 5/8/2025 [***] $[***] (a) The Company utilizes a linear interpolation between the most recent independent common stock valuations before and after the date of grant to determine the fair value of its common stock on the grant date. HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY The Company has historically determined the fair value of its common stock using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “ AICPA Practice Guide ”). In addition, the Board of Directors and the Committee also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement. As described in greater detail in the MD&A, the Company has utilized a combination of (i) the option-pricing method (“ OPM ”) and (ii) the probability weighted expected return method (“ PWERM ”) for determining the fair value of its common stock. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences and conversion terms of each equity class. Under the PWERM, the per-share value of the common stock is estimated based upon the probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for a lack of marketability. The Board of Directors and the Committee and management developed estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration to the advice from its third-party valuation expert. At each grant date, the Board of Directors and the Committee, as applicable, considered whether any events occurred that would trigger any material changes to the business. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1003 May 20, 2025 Page 4 The table below sets forth the fair value determinations of the Company’s common stock as of December 31, 2023 through May 6, 2025 that were provided by independent third-party valuation reports that were considered by the Board of Directors and the Committee in making fair value determinations: Valuation Date IPO Scenario Probability Weighting Non-IPO Scenario Probability Weighting Fair Value Per Share Percentage Change in Fair Value Per Share from Prior Valuation Report 12/31/2023 [***]% [***]% $[***] [***]% 3/31/2024 [***]% [***]% $[***] [***]% 6/24/2024 [***]% [***]% $[***] [***]% 8/28/2024 [***]% [***]% $[***] [***]% 9/30/2024 [***]% [***]% $[***] [***]% 12/31/2024 [***]% [***]% $[***] [***]% 3/19/2025 [***]% [***]% $[***] [***]% 5/6/2025 [***]% [***]% $[***] [***]% Fair Value Methodology In valuing the Company’s common stock, management, the Board of Directors, and the Committee, as applicable, with input from external valuation advisors, determined the equity value of the business generally using a hybrid income and market approach for valuations as of December 31, 2023 through May 6, 2025. The use of the income and/or market approaches in the determination of value aligns with the development of the Company and the alignment of the Company to comparable public guideline companies. For valuations of the Company’s common stock, management estimated with the assistance of third-party experts, as of each valuation date, the business enterprise value (“ BEV ”) on a continuing operations basis, using one or a weighted combination of the following acceptable valuation approaches: • The market approach estimates the value based on one of three methodologies. • The guideline public company (“ GPC ”) method uses a comparison to public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the Company’s financial forecasts to estimate the value of the Company. • The guideline company transaction method involves determining valuation multiples from sales of companies with similar financial and operating characteristics and applying the valuation multiples derived from these transactions to the Company. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1004 May 20, 2025 Page 5 • The subject company transaction method uses the Company’s own relevant stock transactions to determine the equity value. • The income approach estimates value based on the expectation of future cash flows that the Company will generate. The discounted cash flow method involves estimating the future cash flows of a business for a certain discrete period and discounting such cash flows to present value. If the cash flows are expected to continue beyond the discrete time period, then a terminal value of the business is estimated and discounted to present value. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in Omada’s industry or similar lines of business as of each valuation date and are adjusted to reflect the risks inherent in the Company’s cash flows. The Company then allocated the BEV to each class of equity using one or a combination of the following common methodologies: • The PWERM estimates the value of common stock based upon an analysis of future values for the entire enterprise assuming various future outcomes. Share value is based upon the probability-weighted present value of these expected outcomes, as well as the rights of each class of preferred stock, common stock, and options. • The OPM relies on financial option theory to allocate value among different classes of equity based upon a future option “claim” on value. Under the option allocation methodology, the value of the common stock is estimated as the net value of a series of call options, representing the present value of the expected future returns to the common stockholders. This allocation methodology involves estimating the value of the call options using an option pricing model, such as the Black-Scholes-Merton or binomial, at a series of exercise prices that coincide with the liquidation and conversion preferences of the preferred and common stockholders. For valuations as of December 31, 2023 through May 6, 2025, a 50/50 split of market and income approaches was used. The hybrid OPM-PWERM was selected as the principal equity allocation method as IPO scenarios were considered in anticipation of a liquidity event. Each valuation also considered recent secondary sales transactions and the circumstances upon which the sales were completed (e.g., whether the transactions involved unrelated parties, whether financial information and diligence was provided, and whether the transactions were conducted at arms-length) in order to determine the appropriate weighting. The following describes the Board of Directors’ and the Committee’s fair value determinations and the related 409A valuation reports in further detail: December 2023 409A – This valuation analysis resulted in a determination that the fair value of the Company’s common stock was $[***] per share. This determination was primarily attributable to the Company’s financial projections and utilized a 50% income approach and 50% GPC method approach. The valuation used a hybrid OPM/PWERM allocation methodology. The overall IPO probability was set at [***]% given the Company was preparing for an IPO in 2024. The discount for lack of marketability ranged from 11.5% to 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY OMADA HEALTH, INC. OMDA-1005 May 20, 2025 Page 6 The grants dated February 9, 2024 and February 28, 2024 between the December 2023 and March 2024 409A valuations were made within two months of the December 2023 valuation date with no intervening corporate events that may have materially affected the fair value determination of the Company’s common stock. The Company used a straight-line calculation to determine interpolated fair values of the grants between the December 2023 and March 2024 409A valuations to account for share-based compensation expense for financial reporting purposes. The Company concluded that its best-faith estimate of the fair value for those grants in accordance with Accounting Standards Codification 718 – Compensation – Stock Compensation (“ ASC 718 ”) was $[***] and $[***] per share, respectively, as reflected in its Financial Statements. March 2024 409A – This valuation analysis resulted in a change in the fair value of the Company’s common stock from $[***] to $[***] per share. This