SecProbe.io

CORRESP
 1
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 CORRESP

 Morgan Stanley & Co. LLC
 1585 Broadway New York, New York 10036
 Goldman Sachs & Co. LLC 200 West Street
 New York, New York 10282 J.P. Morgan Securities LLC
 383 Madison Avenue New York, New York 10179
 June 3, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-6010

 Attn:

 Julie Sherman

 Li Xiao

 Juan Grana

 Lauren Nguyen

 Re:
 Omada Health, Inc.
 Registration Statement on Form S-1, as amended (File No. 333-287156)
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Omada Health, Inc. (the “ Company ”) for acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 so that it becomes effective as of 4:00 p.m. Eastern time on June 5, 2025, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Latham & Watkins LLP, request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish
to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have
complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.
 2

 Very truly yours,
 Morgan Stanley & Co. LLC Goldman Sachs & Co.
LLC J.P. Morgan Securities LLC
 As representatives of the several Underwriters listed in Schedule
I of the Underwriting Agreement

 By:

 Morgan Stanley & Co. LLC

 By:

 /s/ Chris Rigoli

 Name: Chris Rigoli

 Title: Managing Director

 By:

 Goldman Sachs & Co. LLC

 By:

 /s/ Danielle Freeman

 Name: Danielle Freeman

 Title: Managing Director

 By:

 J.P. Morgan Securities LLC

 By:

 /s/ Benjamin Burdett

 Name: Benjamin Burdett

 Title: Managing Director, Head of HC ECM
 [ Signature Page to Underwriters’ Acceleration Request ]

CORRESP
 1
 filename1.htm

 CORRESP

 Omada Health, Inc.
 500 Sansome Street, Suite 200 San
Francisco, California 94111 June 3, 2025 VIA
EDGAR Division of Corporation Finance U.S.
Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Attention:

 Julie Sherman

 Li Xiao

 Juan Grana

 Lauren Nguyen

 Re:

 Omada Health, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-287156)

 Request for Acceleration of Effective Date
 To the addressees set forth above:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, Omada Health, Inc. (the “ Company ”) hereby
requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-287156) (as amended, the
“ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m. Eastern Time, on June 5, 2025, or as soon as practicable thereafter, or at such other time as
the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Latham & Watkins LLP, by calling Kathleen Wells at (650) 463-2677.
 Thank you for your assistance in this matter.
 [ Signature page follows ]

 Sincerely,

 Omada Health, Inc.

 By:

 /s/ Sean Duffy

 Name:

 Sean Duffy

 Title:

 Chief Executive Officer

 cc:

 Steve Cook, Chief Financial Officer, Omada Health, Inc.

 Nathan Salha, General Counsel, Omada Health, Inc.

 Kathleen Wells, Latham & Watkins LLP

 Richard Kim, Latham & Watkins LLP

 Alan F. Denenberg, Davis Polk & Wardwell LLP
 [Signature Page to Acceleration Request]

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

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 May 20, 2025

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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
 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

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

 May 9, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 VIA EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 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

 Attention:

 Julie Sherman

 Li Xiao

 Juan Grana

 Lauren Nguyen

  Re:

 Omada Health, Inc.

 Response to Letter dated March 24, 2025

 Amendment No. 4 to Draft Registration Statement on Form S-1

 Submitted March 14, 2025

 CIK No. 0001611115
 To the addressees set forth above:
 Omada Health, Inc. (the “ Company ”) has filed with the U.S. Securities and Exchange Commission (the
“ Commission ”) on the date hereof a Registration Statement on Form S-1 (the “ Registration Statement ”). The Company previously submitted to the Commission a draft
Registration Statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act, on June 24, 2024 (the “ Draft
Submission ”), as most recently amended by Amendment No. 4 to the Draft Submission submitted on March 14, 2025 (“ Amendment No. 4 ”). The Registration Statement has been
revised to reflect the Company’s responses to the comment letter to Amendment No. 4 received on March 24, 2025 from the staff of the Commission (the “ Staff ”), and we are hereby providing the Company’s
responses to the Staff’s letter. For ease of review, we have set forth below each of the numbered comments of the Staff’s
letter dated March 24, 2025 in bold type followed by the Company’s responses thereto.

 May 9, 2025
 Page 2

 Amendment No. 4 to Draft Registration
Statement on Form S-1 Management’s Discussion and Analysis of Financial Condition and
Results of Operations Results of Operations, page 96

 1.
 Please expand your disclosures to address the following comments related to your results of operations
disclosures.

 •

 You attributed revenue increase purely to growth in total members. Expand to discuss whether you still track
average fees per member, and if so, disclose any impact of changes in average fees per member to your revenue increase; and if not material, disclose that fact.

 •

 You attributed gross margin expansion to decreased personnel costs per total member needed to support your
members due to the strategic use of your Care Teams and supporting technology. Expand to disclose in more detail, how the strategic use of your Care Teams and supporting technology help with margin expansion, as well as whether it constitutes a
known trend that investors could continue to expect in the future.

 •

 For your operating expenses, please expand to disclose the underlying driver(s) for any major fluctuations.
For example, please note whether the change in personnel expenses were contributed by a change in headcounts, or by type and/or amount of compensations.
 Please provide quantitative disclosures where available. Refer to Item 303(b) of Regulation S-K.
 Response : The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 103, 104,
and 112 of the Registration Statement accordingly. The Company further respectfully advises the Staff that the Company does not consider strategic use of its Care Teams and supporting technology to help with margin expansion to constitute a known
trend that investors could continue to expect in the future. Business
 Omada GLP-1 Care Tracks, page 144

 2.
 We note the disclosure that to inform the design and refinement of your
 GLP-1 Care Tracks, you and certain of your customers and channel partners have conducted initial analyses of the results of your programs when provided alongside GLP-1
therapy. You state these analyses have reviewed data from more than 5,500 of your members that were taking or had recently discontinued GLP-1 therapy, and a subset of those analyses reviewed early results for
your GLP-1 Care Tracks. Please revise to disclose the timeframe for the reviewed data and describe the “subset” of those analyses which showed early results for your
 GLP-1 Care Tracks. Response : The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 150, 151, and 152 of the Registration Statement accordingly.

 May 9, 2025
 Page 3

 General

 3.
 We note your response to prior comment 31 from our July 21, 2024 letter. We are unable to fully agree
with your analysis. With respect Abbott Laboratories, you appear to have a material partnership related to the supply of products for your diabetes program described throughout the prospectus. Please file the material contract or provide additional
analysis explaining why filing this agreement as an exhibit to your registration statement is not necessary.
 Response : The Company respectfully advises the Staff that the Company believes its contract with Abbott Laboratories is made in
the ordinary course of business and is not a contract on which the Company’s business is substantially dependent, as provided under Item 601(b)(10) of Regulation S-K. Further, the Company respectfully
advises the Staff that payments made to Abbott were not material for the years ended December 31, 2024 and 2023. While the Company
has a partnership with Abbott Laboratories related to the supply of continuous glucose monitor (“ CGM ”) sensors for the Company’s Diabetes program, those CGM sensors are provided to a minority of members in the Diabetes
program that elect to receive them and have the necessary prescription and only at certain points in the program as an ancillary aspect of the program. All members in the Company’s Diabetes program receive other connected blood glucose monitors
not supplied by Abbott Laboratories for ongoing use throughout the duration of the Diabetes program. In addition, members can procure their own CGM sensors, which are increasingly available over-the-counter, and can enable data from those CGM sensors or from other connected blood glucose monitors to flow into the Company’s Diabetes program through mobile device applications.
 * * *

 May 9, 2025
 Page 4

 Please contact me by telephone at
(650) 463-2677 or by email (kathleen.wells@lw.com) with any questions or comments regarding this correspondence.

 Sincerely,

 /s/ Kathleen Wells

 Kathleen Wells of LATHAM & WATKINS
LLP

 cc:
 Sean Duffy, Omada Health, Inc.
 Steve Cook, Omada Health, Inc.
 Nathan Salha, Omada Health, Inc.
 Richard Kim, Latham & Watkins LLP
 Alan F. Denenberg, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111

 Re: Omada Health, Inc.
 Amendment No. 4 to Draft Registration Statement on Form S-1
 Submitted March 14, 2025
 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.

Amendment No. 4 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 96

1. Please expand your disclosures to address the following comments related
to your
 results of operations disclosures.
 You attributed revenue increase purely to growth in total members.
Expand to
 discuss whether you still track average fees per member, and if so,
disclose any
 impact of changes in average fees per member to your revenue
increase; and if not
 material, disclose that fact.
 You attributed gross margin expansion to decreased personnel costs
per total
 member needed to support your members due to the strategic use of
your Care
 March 24, 2025
Page 2

 Teams and supporting technology. Expand to disclose in more detail,
how the
 strategic use of your Care Teams and supporting technology help with
margin
 expansion, as well as whether it constitutes a known trend that
investors could
 continue to expect in the future.
 For your operating expenses, please expand to disclose the
underlying driver(s)
 for any major fluctuations. For example, please note whether the
change in
 personnel expenses were contributed by a change in headcounts, or by
type and/or
 amount of compensations.
 Please provide quantitative disclosures where available. Refer to Item
303(b) of
 Regulation S-K.
Business
Omada GLP-1 Care Tracks, page 144

2. We note the disclosure that to inform the design and refinement of your
GLP-1 Care
 Tracks, you and certain of your customers and channel partners have
conducted initial
 analyses of the results of your programs when provided alongside GLP-1
therapy.
 You state these analyses have reviewed data from more than 5,500 of your
members
 that were taking or had recently discontinued GLP-1 therapy, and a
subset of those
 analyses reviewed early results for your GLP-1 Care Tracks. Please
revise to disclose
 the timeframe for the reviewed data and describe the "subset" of those
analyses which
 showed early results for your GLP-1 Care Tracks.
General

3. We note your response to prior comment 31 from our July 21, 2024 letter.
We are
 unable to fully agree with your analysis. With respect Abbott
Laboratories, you appear
 to have a material partnership related to the supply of products for
your diabetes
 program described throughout the prospectus. Please file the material
contract or
 provide additional analysis explaining why filing this agreement as an
exhibit to your
 registration statement is not necessary.
 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.
</TEXT>
</DOCUMENT>

March 3, 2025
Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111
Re:Omada Health, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted February 14, 2025
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.
Amendment No. 3 to Draft Registration Statement on Form S-1
Business
Omada GLP-1 Care Tracks, page 136
1.We note your disclosure that "[m]embers in the Enhanced GLP-1 Care Track reported
a 12% average increase in self-efficacy at week 16 compared to the time of
enrollment, using a brief weight loss self-efficacy scale developed and validated by an
independent academic research team, reflecting improved self-confidence in
members’ ability to lose weight and maintain healthy habits." Please revise to briefly
discuss the weight loss self-efficacy scale, clarify the time period of the participation
study and explain how it was validated by an independent academic research team.
We note your disclosure on page 138 that "[f]rom late February through May 2024, all 2.

March 3, 2025
Page 2
members in Omada for Prevention & Weight Health and Omada for Hypertension that
had enrolled at least two weeks prior and no more than six months prior were offered
the opportunity to receive GLP-1 therapy discontinuation program support through the
GLP-1 Care Track", and that "[t]his retrospective analysis reviewed data received
directly through participation in the program from all such members that voluntarily
opted into receiving GLP-1 discontinuation program support..." Please revise to
disclose the number of participants that enrolled in the discontinuation program.
            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.

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.

August 21, 2024
Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111
Re:Omada Health, Inc.
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted August 7, 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
July 21, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Overview , page 1
1.We note your response to comment 17 and reissue in part.  You disclose that in 2023 your
average customer "satisfaction" rate for the year was over 90% and that your customer
satisfaction rate is based on survey results from customers that launched a new program
during the measured period. Please revise to explain how you measure the rate.
Growth Opportunities, page 7
2.We note your references to GLP-1 and GLP-1 therapy throughout your registration
statement. Please revise to clarify that while you have developed the GLP-1 tracker, you
do not, if true, develop or prescribe GLP-1 therapy.

August 21, 2024
Page 2
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
3.We note your disclosure that "some fees are subject to repayment if certain clinical
outcomes or other performance criteria are not met, which in some cases depend on the
behavior of [y]our members, such as their continued engagement with [y]our programs,
and other factors not entirely within [y]our control." Please revise to further discuss these
clinical outcomes and other performance criteria.
Changes in accounting principles or the interpretation thereof by the Financial Accounting
Standards Board ("FASB") affecting..., page 61
4.We note your response to comment 11. Please revise this risk factor to discuss the
material risk that would result if you are no longer able to consolidate the total revenues
of PPTG.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Obesity and Weight Management, page 101
5.We note your disclosure that you "believe the approval of several GLP-1s to treat diabetes
and obesity alongside changes in diet and exercise has recently increased interest
in cardiometabolic programs" such as yours, and that "the continued growth of GLP-1
prescriptions may drive fluctuations in demand for [y]our cardiometabolic programs and
impact revenue in future periods." Please revise to explain why you believe that the
prevalence of GLP-1s has increased interest in and may drive fluctuations in demand for
your cardiometabolic programs.
Navigating the Value (and Cost) of GLP-1s, page 119
6.We note the disclosure here that GLP-1s have demonstrated strong clinical efficacy. We
further note that you currently do not have any products under review with the Food and
Drug Administration. Please remove all statements in your registration statement that
reference efficacy and safety, as safety and efficacy determinations are solely within the
authority of the FDA or other regulatory agencies.
Business
Our Market Opportunity, page 120
7.We note your response to comment 18. Please revise to briefly discuss any material
assumptions underlying the analysis conducted as part of the 2023 white paper on the
relationship between GLP-1s and behavioral change. We also note your disclosure that
"[m]embers were divided into groups reflecting "meaningful" and "limited" engagement
using a median split of their total interactions with the Omada program each month."
Please further discuss how "meaningful" and "limited" engagement were determined.
The Omada Care Approach, page 122
We note your response to comment 20 and your revised disclosure on page 130 that you
"developed these ML algorithms with data that includes only limited identifiers to comply
with minimum-necessary requirements applicable to [y]our healthcare operations, [y]our
commitments to members in [y]our notices of privacy practices, and [y]our broader data 8.

August 21, 2024
Page 3
privacy program to promote responsible privacy practices." Please revise to further
discuss the nature of these limited identifiers. Please also revise to briefly discuss the risks
and harms associated with virtual physical therapy.
Case Studies, page 150
9.We note your response to comment 23. Please revise to explain how you identified each
of the parties you are highlighting in the case studies.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies Revenue Recognition, page F-14
10.We note your response to comment 29 and the revisions made. Please further disclose any
significant change in estimate in accordance with ASC 606-10-50. In that regard we note
you disclose here that variable consideration related to the activity-, milestone-, and
outcome-based fees is estimated and included in the transaction price for the non-
cancelable term. Please help us understand the significance of your estimates and the
related variable consideration in your monthly billing. If not significant, please disclose as
such. In addition, if the change in estimate is not material, please also disclose that fact.
General
11.We note your response to comment 33. You state at the bottom of gatefold page 3
that "images, including apps, do not reflect real members or information about a
specific person." Please revise to clarify whether this statement applies to the image in
connection with the testimony provided on gatefold page 2.
            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.

July 21, 2024
Sean Duffy
Chief Executive Officer
Omada Health, Inc.
500 Sansome Street, Suite 200
San Francisco, CA 94111
Re:Omada Health, Inc.
Draft Registration Statement on Form S-1
Submitted June 24, 2024
CIK No. 0001611115
Dear Sean Duffy:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Co-founder and CEO Letter, page i
1.We note that you include a member testimonial in the letter to investors on page iii. If you
continue to retain this customer feedback in the prospectus, please expand to provide
information regarding the context in which the assessment was made, including that this
testimonial was not solicited and that the member was not compensated.
Prospectus Summary, page 1
2.Please balance your summary disclosures by including a discussion of your accumulated
deficit. Please also expand your discussion of your net losses for the years ended
December 31, 2023 and 2022 to briefly discuss your costs and operating expenses.
We note your disclosure that you sell your programs to customers that cover the cost for
covered individuals. You also disclose on page F-14 that your customers are entities that
have contracted with the Company, or through a channel partner of the Company, to offer 3.

July 21, 2024
Page 2
one or more Omada virtual care programs and that the combination of the member,
employer, and, in certain cases, an additional party providing insurance coverage
represents the Company’s customer. Please revise to briefly describe how you generate
revenues for your services and products.
Our Market Opportunity, page 3
4.We note your disclosure regarding your addressable markets for prediabetes, diabetes,
hypertension, MSK and Medicare Advantage. Please revise to define "near-term,"
disclose the number of the target population and prevalence estimates for each, as well as
your average monthly list price per active member. Please also revise to disclose the
source of the data and explain the basis for any assumptions underlying your estimates.
For example, we note your disclosure on page 116 that the "estimates assume that
prevalence rates do not vary by geography or across age groups, with the exception of
diabetes" and that you have assumed that you "could capture the entirety of the population
with these conditions for purposes of these estimates."
5.You disclose that your target population comprises individuals covered by commercial
health insurance. Please clarify whether all commercial health insurance covers your
products and services.
Our Solution, page 4
6.We note the disclosure that your Care Teams are composed of health coaches, relevant
specialists, and licensed physical therapists. Please revise to clarify, if true, that while you
provide healthcare services, you do not currently provide medical physician services. We
note your disclosure on page 56.

7.You state that you are "validated by experts" and that you have received full recognition
from the CDC’s Diabetes Prevention Recognition Program for certain deployments of our
Omada for Prevention & Weight Health program. Please revise to explain the distinction
of full recognition by the CDC and clarify whether you have received accreditations for
all your products and services.
Non-GAAP Financial Measures, page 14
8.In the narratives you discussed and defined non-GAAP net losses excluding the impact of
items including interest expense, interest income, etc. However, in the table below you
presented non-GAAP operating loss, and provided the reconciliation for non-GAAP
operating loss at page 95. Please revise to be consistent.
Potential members' failure to enroll after a customer or channel partner enters into an agreement
with us could materially ..., page 23
Please revise to briefly explain why covered individuals may "fail to ultimately enroll at
the expected volume" in some cases. Please also further discuss the assumptions you rely
on to anticipate expected growth for your business and revenue.

 9.

July 21, 2024
Page 3

If we fail to attract and retain senior leadership and key clinical, scientific, and technology
employees and other service providers ..., page 31
10.Please revise to discuss the risk to investors from Messrs. Shao and Cook being able to
terminate their employment contracts without notice or cause. We note your disclosure on
page 173 that "Mr. Cook’s employment pursuant to the offer letter is “at-will” and is
terminable by either party with or without notice or cause" and your disclosure on page
174 that "Mr. Shao’s employment pursuant to the offer letter is “at-will” and is terminable
by either party with or without notice or cause."
If the licensed physical therapists who provide services to our members are characterized as
employees, our business, financial condition..., page 36
11.We note the disclosure that you enter into agreements with a professional corporation,
Physera Physical Therapy Group, PC (“PPTG”), which enters into contracts with licensed
physical therapists pursuant to which they render professional services to your members.
We further note disclosure on page F-8 stating that for the purpose of the consolidated
financial statements, PPTG was determined to be a variable interest entity for which
Omada is the primary beneficiary. Please revise this risk factor or include a separate risk
factor to disclose that PPTG is treated as a VIE and address any material risks stemming
from this accounting treatment.
Provisions in our charter documents and under Delaware law could discourage a takeover that
stockholders may consider favorable and may lead, page 63
12.We note the disclosure that the board of director's discretion to issue shares of preferred
stock in the future could be used to significantly dilute the ownership of a hostile acquiror.
Please revise to also disclose how future issuances or conversion of your preferred stock
may be dilutive to your common stockholders.
Our amended and restated certificate of incorporation and amended and restated bylaws will
provide that the Court of Chancery ..., page 65
13.We note your disclosure that the forum selection provision in your amended and restated
certificate of incorporation may have the effect of discouraging lawsuits against you and
your directors, officers or other employees. Please revise this risk factor to disclose that
there is also a risk that your forum selection provision may result in increased costs for
investors to bring a claim.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Key Components of Results of Operations, page 87
14.We note your disclosure that your "latest pricing models for cardiometabolic programs are
based on the respective member’s level of activity during the member’s service period."
Please revise to clarify if a member's level of activity is measured monthly or annually,
and to explain how activity is assessed. Please also briefly discuss why the price
for Omada for Diabetes and Omada for Hypertension is generally higher than the price for
Omada for Prevention & Weight Health.

July 21, 2024
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Years Ended December 31, 2022 and 2023
Revenue, page 92
15.Revise to provide a more substantial discussion of the underlying drivers of the increase
in revenue from fiscal 2022 to fiscal 2023. For example, discuss what contributed to the
increase in total members, including impacts from new members and existing member
retention; in that regard, we note you discussed Net Dollar Retention Rate elsewhere in
the filing. Also elaborate to discuss fluctuations or impact from different programs, as
well as any known trend and uncertainties. See Item 303 of Regulation S-K.
Critical Accounting Policies, Estimates and Assumptions
Common Stock Valuations, page 102
16.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances, and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features. Please discuss with the staff how to submit your response.
Business, page 106
17.We note your disclosure that in 2023, your average customer satisfaction rate for the year
was over 90%. We also note your disclosure that in 2023, more than 55% of your
members still engaged with your cardiometabolic programs at least once per month after a
year in the program, and over 50% still engaged monthly after two years. Please revise to
disclose the source of these metrics and describe how the metrics were calculated. To
provide additional context for your disclosure, please also discuss how these rates
compare to your competitors.
Our Market Opportunity, page 115
18.We note that you make various statements throughout the registration statement regarding
developments in the healthcare industry and the efficacy of your programs. For example,
we note your disclosure on page 115 that "[m]embers who took GLP-1s and were
meaningfully engaged in an Omada program lost on average 1.7 times the weight at 12
months when compared to members who were less engaged in the program." We also
note your disclosure on page 116 that "[d]espite much effort over the last two decades,
there has been little improvement in diabetes outcomes" and on page 128 that "GLP-1s
represent a significant cost to medical budgets but are proven to result in significant
clinical outcomes, often making the decision to include coverage for GLP-1 therapies a
difficult one." Please revise to provide support for these statements.
The Omada Care Approach, page 116
We note your disclosure on page 118 that "[e]ach Omada health coach also obtains
certification as a Diabetes Prevention Program Lifestyle Coach" and that "[a]ll Omada
cardiometabolic specialists are Certified Diabetes Care and Education Specialists." Please
revise to discuss the significance of these certifications and note the organization 19.

July 21, 2024
Page 5
providing the certification. Please also discuss the additional training received by health
coaches in your hypertension program. We also note your disclosure on page 121 that
"[u]pon enrollment, [you] match health coaches to members based on key indicators of
their needs, then assign a Care Team depending on the program and context." Please
expand your disclosure to discuss these key indicators and the matching process.
20.We note your disclosure on page 124 that you have developed your own ML algorithms,
informed by data from your member interactions and information from your content
libraries, to "create a content recommendation engine that can use predictive insights to
present members with relevant wellness content and resources based on circumstances
and factors that [y]our clinical teams believe are likely to make those resources most
relevant." Please revise to discuss whether your ML algorithms rely on identifiable user
data or whether the data is randomized. Please also expand your discussion regarding how
you evaluate your members' form in performing certain exercises or motions, including
whether you have conducted any assessments regarding potential downsides from virtual
physical therapy sessions.
Clinical Leadership, page 131
21.Please revise your disclosure regarding your peer-reviewed studies to disclose the date of
the studies, the organization that conducted each of the studies, how participants in the
studies were selected, and any material assumptions and adverse findings, if any,
underlying the summary outcomes.
22.We note your disclosure on page 134 that you have utilized a simulation model, created
by GlobalData, to provide projected cost savings estimates up to five years. Please revise
to discuss the assumptions underlying this simulation model and the projected savings.
Case Studies, page 141
23.We note your presentation of "case studies" in this section. Please revise to explain how
the case studies are representative of your customers, how you identified the parties you
are highlighting in the case studies and whether the results highlighted in the case
studies are representative of your customers during the same time periods presented.
Competition, page 155
24.We note your disclosure that you currently face competition "from a range of digital
health companies, including DarioHealth Corp., Hello Heart Inc., Hinge Health, Inc., Lark
Technologies, Inc., Livongo (via Teladoc Health, Inc.), Onduo LLC, SWORD Health,
Inc., Vida Health, Inc., and Virta Health Corp." Please revise to discuss how you
compare to these competitors. Please also clarify which of these competitors offers
cardiometabolic and MSK digital healthcare programs.
Intellectual Property, page 156
25.We note your disclosure that "[i]n the aggregate, [y]our intellectual property assets are of
material importance to [y]our business; however, [you] believe that no single patent,
technology, trademark, intellectual property asset, or license is material in relation to any
segment of [y]our business as a whole." Please revise to disclose whether any of your
issued patents will expire in the near-term.

July 21, 2024
Page 6
Regulatory Environment, page 156
26.Please revise this section to discuss your current state of compliance with each of the
regulatory requirements discussed. In particular, please explain, as discussed elsewhere in
the registration statement, whether your products are subject to regulation by the FDA.
Executive Compensation, page 170
27.Please revise the 2023 summary compensation table to include a separate column for
bonuses and stock awards. Refer to Item 402(c) of Regulation S-K.
Description of Capital Stock, page 185
28.Please revise to describe the terms of the Series A, Series B, Series C, Series C-1, Series
D, Series D-1, and Series E preferred stock in this section of your prospectus. Please also
describe the terms of your outstanding warrants. We note your disclosures on pages F-28
and F-31.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-14
29.Please address the following comments related to your revenue recognition:
•Disclose your arrangements with different type of customers, including but not
limited to health plans and PBMs who are your direct customers or acting as channel
partners reselling your programs to their own end customers. In that regard, you
disclosed that as of December 31, 2023, customers accessing your programs via a
channel partner represented more than 85% of your customer base.
•Disclose your revenue recognition accounting policies for each type of customer.
Specifically disclose what method service revenue is recognized over time during the
non-cancelable term as access to the program is provided.
•Disclose the type and amount of variable considerations impacting revenue and any
significant change in estimate in accordance with ASC 606-10-50-12. In that regard,
we note your disclosures include performance guarantees and an innovative approach
to pricing on page 138, and that some fees are subject to repayment at page 33.
•Explain to us how you have considered ASC