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HNGE on NYSE

Hinge Health, Inc.

Hinge Health, Inc. is an American computer processing and data preparation services company.1 It is headquartered in San Francisco, California.1 Its shares trade on NYSE under the symbol HNGE.1

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Last updated Oct 21, 2026.

Overview

$587.9MRevenue, fiscal 20252
-$528.3MNet income, fiscal 20252

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  • TickerHNGE on NYSE1
  • IndustryServices-Computer Processing & Data Preparation1
  • HeadquartersSan Francisco, California1
  • Incorporated inDE3
  • Business address455 Market Street, 7Th Floor, San Francisco, Ca 941053
  • Filer category, Emerging growth company3
  • Legal formCorporation

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Our vision is to build a new health system that transforms outcomes, experience and costs by using technology to scale and automate the delivery of care.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

79.6%Gross margin2
-92.9%Operating margin2
-89.9%Net margin2
50.6%Revenue growth, 20252
-295.7%Return on equity2
$170.7MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue20¢$119.6M
  • Research and development63¢$368.1M
  • Other costs17¢$99.1M
  • Income tax0¢$998.0K

Out of $587.9M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$708.0K
  • Share buybacks38¢$65.0M
  • Kept or used elsewhere62¢$105.7M

Out of $171.4M of cash from operations.2

Financial statements

Revenue2$587.9M in 2025+101% since 2023
0$200.0M$400.0M$600.0M2023: $292.7M$292.7M20232024: $390.4M$390.4M2024+33%2025: $587.9M$587.9M2025+51%
Gross profit2$468.2M in 2025+141% since 2023
0$200.0M$400.0M$600.0M2023: $194.2M$194.2M20232024: $299.9M$299.9M2024+54%2025: $468.2M$468.2M2025+56%
Operating income2-$546.4M in 2025+319% since 2023
-$600.0M-$400.0M-$200.0M02023: -$130.5M-$130.5M20232024: -$31.9M-$31.9M2024−76%2025: -$546.4M-$546.4M2025+1612%
Net income2-$528.3M in 2025+388% since 2023
-$600.0M-$400.0M-$200.0M02023: -$108.1M-$108.1M20232024: -$11.9M-$11.9M2024−89%2025: -$528.3M-$528.3M2025+4327%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Revenue$587.9M$390.4M$292.7M
Cost of revenue$119.6M$90.5M$98.6M
Gross profit$468.2M$299.9M$194.2M
Research and development$368.1M$100.8M$110.1M
Sales and marketing$317.0M$167.1M$147.6M
General and administrative$329.5M$63.9M$67.0M
Total operating expenses$1.0B$331.8M$324.7M
Loss from operations-$546.4M-$31.9M-$130.5M
Other income, net$19.1M$20.7M$22.0M
Net loss before income taxes-$527.3M-$11.3M-$108.5M
Provision for (benefit from) income taxes$998.0K$677.0K-$405.0K
Net loss-$528.3M-$11.9M-$108.1M
Adjustment to reflect deemed contribution from Series D and Series E redeemable convertible preferred stock extinguishment$104.2M$0$0
Net loss attributable to common stockholders-$424.1M-$11.9M-$108.1M
Net income (loss) per share attributable to common stockholders, basic (in usd per share)-$7.77-$0.88-$8.31
Net income (loss) per share attributable to common stockholders, diluted (in usd per share)-$7.77-$0.88-$8.31
Weighted average shares attributable to common stockholders, basic (in shares)54.6M shares13.6M shares13.0M shares
Weighted average shares attributable to common stockholders, diluted (in shares)54.6M shares13.6M shares13.0M shares
Unrealized gain (loss) on marketable securities, net of taxes-$88.0K$8.0K$135.0K
Comprehensive loss-$528.3M-$11.9M-$108.0M

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Corporate structure

Hinge Health, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Hinge Health, Inc.

  • Hinge Health, Inc. San Francisco, California
    • Hinge Health Digital Clinic, Inc. Subsidiary · Delaware, United States
    • Hinge Health MSO, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Hinge Health, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$30.3M2 Dec 31, 2025$23.9M2 Dec 31, 2024+26.4%
Accumulated depreciation$19.8M2 Dec 31, 2025$16.6M2 Dec 31, 2024+19.4%
Property and equipment, net$10.5M2 Dec 31, 2025$7.4M2 Dec 31, 2024+42.1%
Operating-lease assets (leased space)$6.9M2 Dec 31, 2025$9.6M2 Dec 31, 2024−28.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$208.0M2 Dec 31, 2025$300.8M2 Dec 31, 2024−30.8%
Marketable securities, current$155.9M2 Dec 31, 2025$165.8M2 Dec 31, 2024−6.0%
Marketable securities, non-current$113.2M2 Dec 31, 2025$02 Dec 31, 2024
Debt securities available for sale$269.0M2 Dec 31, 2025$165.8M2 Dec 31, 2024+62.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$64.1M2 Dec 31, 2025$61.6M2 Dec 31, 2024+4.0%
Intangible assets, net (excluding goodwill)$2.5M2 Dec 31, 2025$1.8M2 Dec 31, 2024+39.0%
Finite-lived intangibles, gross$4.7M2 Dec 31, 2025$3.2M2 Dec 31, 2024+49.5%
Accumulated amortization$2.2M2 Dec 31, 2025$1.3M2 Dec 31, 2024+63.5%
Finite-lived intangibles, net$2.5M2 Dec 31, 2025$1.8M2 Dec 31, 2024+39.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$15.6M2 Dec 31, 2025$10.9M2 Dec 31, 2024+43.8%
Raw materials$6.6M2 Dec 31, 2025$4.8M2 Dec 31, 2024+35.7%
Work in process$116.0K2 Dec 31, 2025$1.9M2 Dec 31, 2024−93.9%
Finished goods$9.0M2 Dec 31, 2025$4.1M2 Dec 31, 2024+117.1%

Properties, in its own words

Our corporate headquarters is located in San Francisco, California, where we lease approximately 53,000 square feet for office space, pursuant to a lease agreement that expires in September 2027, subject to the terms thereof. We also lease approximately 10,000 square feet of office space in Montreal, that expires in October 2030, and we lease co-working office spaces in Bangalore and Minneapolis, as well as on-demand co-working office spaces in Seattle, New York City, Denver, Austin and Chicago, which are used as needed.

We believe that our facilities are suitable to meet our current needs. We intend to expand our facilities or add new facilities as we grow, and we believe that suitable additional or alternative spaces will be available on commercially reasonable terms, if required.

Item 2 of the 10-K filed Mar 3, 2026.5

Leadership

Who has led Hinge Health, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Daniel Antonio Perez2025–now

President

  1. James Pursley2025–now

Chief financial officer

  1. James Budge2025–now
Board members and other officers (6)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerAlexander Annison named Dec 21, 2023 to Dec 28, 202318
  • Executive OfficerDavid Wood named Dec 21, 2023 to Dec 28, 202318
  • Executive OfficerJeffrey Krauss named Dec 21, 2023 to Dec 28, 202318
  • Executive OfficerLalith Vadlamannati named Dec 21, 2023 to Dec 28, 202318
  • Executive OfficerMario Queiroz named Dec 21, 2023 to Dec 28, 202318
  • DirectorBen Blume named Dec 21, 2023 to Dec 28, 202318

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Hinge Health Digital Clinic, Inc. Delaware4
  • Hinge Health MSO, Inc. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 21, 20268-K Entered a material agreement; New debt or obligation19
  2. Aug 4, 20268-K Results of operations; Regulation FD disclosure; Other events20
  3. Jun 9, 20268-K Regulation FD disclosure21
  4. Jun 4, 20268-K Shareholder vote22
  5. May 5, 20268-K Results of operations; Regulation FD disclosure23
  6. Mar 17, 20268-K Executive or director change24
  7. Feb 10, 20268-K Results of operations; Regulation FD disclosure25
  8. Nov 12, 20258-K Regulation FD disclosure; Other events26
  9. Nov 4, 20258-K Results of operations; Regulation FD disclosure27
  10. Aug 13, 20258-K Other events28
  11. Aug 5, 20258-K Results of operations; Regulation FD disclosure29
  12. May 23, 20258-K Bylaws or fiscal year changed; Other events30
  13. May 21, 2025New chief executive Daniel Antonio Perez becomes CEO10

Calendar

Coming up

  1. Nov 2, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.02) a share, on Nov 4, 2025.31

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results20
  2. May 5, 2026Reported quarterly or annual results23
  3. Feb 10, 2026Reported quarterly or annual results25
  4. Nov 4, 2025Reported quarterly or annual results27
  5. Aug 5, 2025Reported quarterly or annual results29

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

281 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 12 major events, 122 insider forms, 28 large holders, 2 private raises, 112 other. The latest 20:

  1. Oct 14, 2026144 EDGAR
  2. Oct 14, 2026144 EDGAR
  3. Oct 14, 2026144 EDGAR
  4. Oct 14, 2026144 EDGAR
  5. Oct 13, 20264 EDGAR
  6. Oct 13, 2026144 EDGAR
  7. Oct 13, 2026144 EDGAR
  8. Oct 13, 20264 EDGAR
  9. Oct 7, 20264 EDGAR
  10. Oct 6, 2026144 EDGAR
  11. Oct 6, 20264 EDGAR
  12. Oct 1, 20264 EDGAR
  13. Oct 1, 20264 EDGAR
  14. Sep 30, 2026144 EDGAR
  15. Sep 30, 2026144 EDGAR
  16. Sep 30, 2026144 EDGAR
  17. Sep 30, 2026144 EDGAR
  18. Sep 23, 20264 EDGAR
  19. Sep 21, 2026144 EDGAR
  20. Sep 16, 20264 EDGAR

The 281 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

76 open-market trades by officers, directors and large owners since October 2021: 0 buys and 76 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 21, 2026Pursley JamesPresidentSale33,000$94.13$3.1MForm 4
Sep 14, 2026Mecklenburg Gabriel M.I.DirectorSale150,000$93.22$14.0MForm 4
Sep 14, 2026Robinson ElliottDirectorSale0Form 4
Sep 11, 2026Mecklenburg Gabriel M.I.DirectorSale250,000$88.97$22.2MForm 4
Sep 10, 2026Perez Daniel AntonioCEO & Co-FounderSale250,000$89.45$22.4MForm 4
Sep 10, 2026Budge JamesChief Financial OfficerSale55,561$89.45$5.0MForm 4
Sep 9, 2026Robinson ElliottDirectorSale0Form 4
Sep 8, 2026Robinson ElliottDirectorSale0Form 4
Sep 4, 2026Robinson ElliottDirectorSale0Form 4
Sep 3, 2026Robinson ElliottDirectorSale0Form 4
Sep 2, 2026Robinson ElliottDirectorSale0Form 4
Aug 26, 2026Robinson ElliottDirectorSale0Form 4
Aug 25, 2026Robinson ElliottDirectorSale0Form 4
Aug 21, 2026Pursley JamesPresidentSale33,000$88.05$2.9MForm 4
Aug 20, 2026Leslie Kristina MDirectorSale1,200$88.23$105.9KForm 4
Aug 19, 2026Robinson ElliottDirectorSale0Form 4
Jul 9, 2026Insight Venture Associates X, L.P.10% ownerSale181,499$90.20$16.4MForm 4
Jul 7, 2026Insight Venture Associates X, L.P.10% ownerSale244,672$90.23$22.1MForm 4
Jul 1, 2026Mecklenburg Gabriel M.I.DirectorSale83,334$85.05$7.1MForm 4
Jun 29, 2026Insight Holdings Group, LLC10% ownerSale1,466,667$82.84$121.5MForm 4

All 76 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Daniel PerezChief Executive Officer and Co-Founder40$500.0K$45.8M45
2025Jim PursleyPresident46$500.0K$3.7M45
2024Jim PursleyPresident46$375.0K$2.8M45
2024Daniel PerezChief Executive Officer and Co-Founder40$500.0K$508.7K45

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Oct 22, 2021Raised $400 million in a private offering of equity Form D: 2 investors so far Form D
  2. Dec 21, 2020Raised $309 million in a private offering of equity Form D: $310 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.3,570,131$296.3M0.0%+2,662,626
11.2 Capital Management, LLC2,464,657$204.6M100.0%−1,239,867
Vanguard Portfolio Management LLC2,146,032$178.1M0.0%+735,345
Deer Management Co. LLC1,908,707$158.4M19.5%−725,000
Vanguard Capital Management LLC1,892,834$157.1M0.0%+654,261
Two Sigma Investments, LP1,807,895$150.1M0.1%+1,424,016
Fuller & Thaler Asset Management, Inc.1,712,507$142.1M0.4%+57,309
Morgan Stanley1,613,901$134.0M0.0%+624,312
Franklin Resources Inc1,579,056$131.1M0.0%+620,523
Jane Street Group, LLC1,418,317$117.7M0.1%+861,186
Braidwell LP1,330,127$110.4M4.2%−124,996
Divisadero Street Capital Management, LP1,290,623$107.1M2.5%+719,964
Walleye Capital LLC1,267,650$105.2M0.5%+1,160,801
Wellington Management Group Llp1,205,584$100.1M0.0%+758,594
BIT Capital GmbH1,155,203$95.9M3.3%−1,154,594
Arrowstreet Capital, Limited Partnership1,118,968$92.9M0.0%−44,219
Bamco Inc /ny/1,117,678$92.8M0.1%−12,375
Marshall Wace, Llp1,052,232$87.3M0.1%+761,807
Goldman Sachs Group Inc1,011,256$83.9M0.0%+722,231
State Street Corp960,648$79.7M0.0%+825,248
Geode Capital Management, LLC913,590$75.8M0.0%+732,797
First Eagle Investment Management, LLC860,284$71.4M0.1%+523,342
Oberweis Asset Management Inc/855,476$71.0M1.5%+389,710
Bnp Paribas Financial Markets851,116$70.6M0.0%+349,069
Voya Investment Management LLC778,168$64.6M0.1%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Hinge Health, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARHinge Health, Inc.1
  • CIK0001673743
  • Employer ID (EIN)81-18848415
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address455 Market Street, 7Th Floor, San Francisco, CA 941051
  • Phone415-689-84291
  • Shares outstanding55,816,216 Common Class A shares; 22,947,024 Common Class B shares as of Feb 23, 20265
  • Public float$1.5B as of Jun 30, 20255
  • AuditorDELOITTE & TOUCHE LLP, San Francisco, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 4, 20161
  • Filings289 in all: 4 (110), 144 (80), SCHEDULE 13G (14), SCHEDULE 13G/A (14), 3 (12), 8-K (12), D (9), CORRESP (6)1
    All 26 form types

    UPLOAD (6), 10-Q (4), S-1/A (4), DRS/A (2), DRSLTR (2), S-8 (2), 10-K (1), 144/A (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), D/A (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 3, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Aug 21, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.00001 per shareHNGENew York Stock Exchange

From the cover page of the 10-K filed Mar 3, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Hinge Health, Inc. names in Item 1A of its 10-K filed Mar 3, 2026: 74 risks under these headings, as written.5

  • Risks Related to Our Business, Operations, and Industry
  • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to maintain profitability. Although we have experienced rapid growth recently, if we fail to effectively manage our growth, we may be unable to execute our business plan and adequately address competitive challenges, and our business, results of operations, and financial condition could be materially adversely affected.
  • We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.
  • We have a limited operating history, which makes it difficult for you to evaluate our business, future prospects, and your investment, and makes it difficult to predict our future results of operations.
  • Our results of operations have fluctuated in the past and may continue to fluctuate in the future on a quarterly and annual basis. If we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.
  • If we are unable to attract new clients, if existing clients do not renew their agreements or renew on less favorable terms, or if we do not achieve our performance guarantees, it could have a material adverse effect on our business, results of operations, and financial condition.
  • If we fail to retain existing members or add new members, our revenue, business, results of operations, and financial condition may be materially adversely affected.
  • A substantial portion of our client relationships are contracted through a limited number of health plans and other partners. If we are unable to establish, maintain, or grow these relationships over time or if the partners refer business to our competitors instead, we are likely to lose a portion of our clients, which could have a material adverse effect on our business, results of operations, and financial condition.
  • We incur upfront costs in our client and partner relationships, and if we are unable to maintain and grow these relationships over time, we are likely to fail to recover these costs, which could have an adverse effect on our business, results of operations, and financial condition.
  • If we are not able to develop and release new programs and new products, or successful enhancements, new features, and modifications, to our existing platform and programs, or if our clients do not consent to the inclusion of platform and program enhancements in their agreements, our business, results of operations, and financial condition could be adversely affected.
  • The failure of our platform and programs to achieve and maintain market acceptance or to effectively compete against other technological breakthroughs for the treatment or prevention of MSK conditions could result in us achieving sales below our expectations, which would cause our business, results of operations, and financial condition to be materially adversely affected.
  • We operate in an evolving and competitive industry and if we fail to compete effectively against our existing or potential competitors, our business, results of operations, and financial condition could be adversely affected.
The other 63 risks
  • The markets for our platform and programs are new, rapidly evolving, and increasingly competitive, as the healthcare industry in the U.S. is undergoing significant structural change. If the digital health and MSK markets in which we operate develop more slowly than we expect or if they encounter negative publicity, our business, results of operations, and financial condition could be adversely affected.
  • If we fail to adapt and respond effectively to the changing healthcare landscape, changing laws, regulations, and government enforcement priorities, changing client needs and member needs, requirements, or preferences, our platform and programs may become less competitive.
  • We rely on our sales and marketing force. If we are unable to maintain or expand our sales and marketing infrastructure, it could impede our growth, harm our business, and we may fail to attract adequate numbers of clients or members.
  • Any failure to offer high-quality implementation, member enrollment, or ongoing support may adversely affect our relationships with our clients and members, or existing or prospective clients and members, and in turn our business, results of operations, and financial condition.
  • We believe our corporate culture has contributed to our success, and if we fail to maintain this culture as we grow, we could lose the capabilities fostered by our culture and our business, results of operations, and financial condition could be materially adversely affected.
  • We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could materially adversely affect our business, results of operations, and financial condition.
  • We may require additional capital to support the growth of our platform and programs, and this capital may not be available on terms favorable to us, or at all, and may dilute existing stockholders’ ownership of our Class A common stock.
  • If we are not able to maintain and enhance our reputation and brand recognition, our business, results of operations, and financial condition may be materially adversely affected.
  • Acquisitions and investments could result in operating difficulties, dilution, and other harmful consequences that may materially adversely impact our business, results of operations, and financial condition.
  • We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships with third parties that may not result in the development of commercially viable solutions or the generation of significant future revenue.
  • A decline in the prevalence of employer-sponsored healthcare could cause our revenue to decline.
  • Risks Related to Our Use of AI and Machine Learning
  • Our increasing reliance on AI and machine learning technologies may expose us to significant risks, including development and deployment challenges, regulatory uncertainties, and potential third-party claims, which could adversely affect our reputation, business, results of operations, and financial condition.
  • Risks Related to Our Intellectual Property, Data Privacy, Information Technology, Cybersecurity
  • We may be unable to establish, maintain, protect, and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology, or we may in the future become subject to claims of infringement, misappropriation, or other violation of third parties’ intellectual property rights.
  • We could incur substantial costs as a result of any claim of infringement, misappropriation or violation of another party’s intellectual property rights. If we infringe, misappropriate, or otherwise violate the intellectual property rights of third parties or are subject to an intellectual property infringement or misappropriation claim, our ability to grow our business may be severely limited, and our business could be adversely affected.
  • We could incur substantial costs in protecting, defending, or enforcing our intellectual property or other proprietary rights. Failure to adequately protect, defend, or enforce our rights could impair our competitive position and we could lose valuable assets, experience reduced revenue, and incur costly and time-consuming litigation.
  • If our patents expire or are not maintained, our patent applications are not granted, or our patent rights are contested, circumvented, invalidated, or limited in scope, it may have a material adverse effect on our ability to prevent others from selling, developing, or exploiting platforms or programs similar to ours.
  • The confidentiality and invention assignment agreements that we enter into with our employees, consultants, and contractors involved in the development of intellectual property may not provide meaningful protection for our trade secrets or other confidential information, and if we are unable to protect the confidentiality of our trade secrets or other confidential information, the value of our platform and programs and our business and competitive position could be materially adversely affected.
  • We are, and may in the future become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.
  • Defects, errors or vulnerabilities in our platform and programs could harm our reputation and brand and adversely impact our business, results of operations, and financial condition.
  • Our proprietary technology and solutions may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business, results of operations, and financial condition.
  • We depend on our information technology systems, and those of our third-party vendors, contractors, and consultants, and any failure or significant disruptions of these systems, security breaches, or loss of data could expose us to liability or materially adversely affect our business, results of operations, and financial condition.
  • Actual or perceived failures to comply with applicable data protection, privacy, and security, advertising, and consumer protection laws, regulations, standards, and other requirements could adversely affect our business, results of operations, and financial condition.
  • If we fail to comply with applicable data interoperability and information blocking rules, our business, results of operations, and financial condition could be adversely affected.
  • If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.
  • We rely on third-party and open-source software for our platform and programs. Our inability to obtain third-party licenses for such software, or obtain them on favorable terms, or any errors, bugs, defects, or failures caused by such software could adversely affect our business, results of operations, and financial condition.
  • We rely on internet infrastructure, bandwidth providers, third-party computer hardware and software, and other third parties for providing services to our clients and members, and any failure or interruption in the services provided by these third parties could expose us to litigation and negatively impact our relationships with clients and members, adversely affecting our business, results of operations, and financial condition.
  • Risks Related to Legal and Regulatory Matters
  • Our business operates in a highly regulated industry and changes over time in regulations, the implementation of existing regulations, or our expansion into new business areas, could affect our operations and subject us to increased compliance costs and liabilities.
  • We and our affiliated professional entities are subject to federal, state, and foreign healthcare laws and regulations, and a finding of failure to comply with such laws and regulations could have a material adverse effect on our business.
  • Legislative or regulatory healthcare reform measures may make it more difficult and costly to operate our business, or to do so profitably. Accordingly, such legislative or regulatory healthcare reform measures may have a material adverse effect on our business, results of operations, and financial condition.
  • We are dependent on our relationships with our affiliated professional entities, which we do not own, to provide some of the healthcare services we offer to our members, and our business would be harmed if those relationships were disrupted or if our arrangements with our affiliated professional entities become subject to legal challenges.
  • Our business could be adversely affected by legal challenges to our ability to offer our platform and full range of programs in certain jurisdictions.
  • Government laws and regulation of the internet is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business, results of operations, and financial condition.
  • Changes or developments in the health insurance markets in the U.S., including passage and implementation of a law to create a single-payer or government-run health insurance program, could adversely harm our business, results of operations, and financial condition.
  • We and our affiliated professional entities may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.
  • We are subject to regular and special audit requirements, as well as inquiries or investigations by governmental agencies or regulators from time to time that could have a material adverse effect on our business, results of operations, and financial condition.
  • Our compliance systems and controls cannot guarantee that we comply fully with all applicable laws and regulations related to HingeSelect, and actions by regulatory authorities or changes in applicable laws and regulations in the jurisdictions in which we operate could have a material adverse effect on our business, results of operations, and financial condition.
  • We have been, and may in the future be, subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, results of operations, and financial condition.
  • We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations, and non-compliance with such laws and regulations can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures, and legal expenses, all of which could materially adversely affect our business, results of operations, and financial condition.
  • Risks Related to Medical Device Compliance and Regulations
  • Our Enso device is subject to extensive government regulation. We may not receive, or may be delayed in receiving, the necessary marketing authorizations or certifications for modifications to our Enso device or any device products (including new device products) we may offer, and failure to timely obtain necessary marketing authorizations or certifications for any medical devices we may offer could have a material adverse effect on our business, results of operations, and financial condition.
  • The FDA may modify its enforcement policies with respect to medical software products, and our programs may become subject to extensive regulatory requirements, which may increase the cost of conducting, or otherwise harm, our business.
  • Failure to comply with regulatory requirements for medical devices could subject us to enforcement actions, including substantial penalties, and might require us to recall or withdraw a product from the market.
  • Our medical device products must be manufactured in accordance with applicable laws and regulations. We could be forced to recall our device or terminate production if we fail to comply with these regulations, and such recall or termination or other factors could affect our ability to provide our Enso device to members.
  • Our medical device products may cause or contribute to adverse events or be subject to failures or malfunctions that we may be required to report to the FDA, and if we fail to do so, we may be subject to sanctions that could harm our reputation, business, results of operations, and financial condition. The discovery of serious safety issues with our medical device products, or a recall of our medical device products, either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us.
  • Our platform and programs, including our current and any future medical devices, may result in direct or indirect harm or injury to members, and as a result we could be subject to claims, liabilities, and reputational harm, which may materially adversely affect our business, results of operations, and financial condition.
  • The misuse or off-label use of our medical device products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines, or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.
  • Legislative or regulatory reforms in the U.S. and in foreign countries may make it more difficult and costly for us to obtain marketing authorizations for any medical devices or to manufacture, market or distribute any medical devices after such authorizations have been obtained.
  • If we do not obtain and maintain any required international regulatory registrations, marketing authorizations or certifications for our medical device products, we will be unable to market and sell such products outside of the U.S.
  • Risks Related to Financial, Tax, and Accounting Matters
  • We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.
  • Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in accounting principles and standards related to accounting for variable interest entities could have an adverse effect on our business, results of operations, and financial condition.
  • The applicability of sales, use, and other tax laws or regulations on our business is uncertain. Adverse tax laws or regulations could be enacted, or existing laws could be applied to us or our clients, which could subject us to additional tax liability and related interest and penalties, increase the costs of our platform and programs, and adversely impact our business, results of operations, and financial condition.
  • Our international operations may subject us to exchange rate fluctuations and other currency risks.
  • Risks Related to Our Class A Common Stock
  • The price of our Class A common stock may be volatile or may decline regardless of our operating performance, resulting in substantial losses for our investors.
  • We do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our Class A common stock will depend on whether the price of our Class A common stock increases.
  • If securities or industry analysts publish inaccurate or unfavorable research about our business or cease to publish research, or if our financial results differ from the guidance we provide to the public, the price of our Class A common stock and trading volume could decline.
  • The dual class structure of our common stock concentrates voting control with the holders of our Class B common stock, including our Founders and their affiliates, and the holders of our Series E preferred stock. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
  • We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
  • Shares of our Series E preferred stock originally issued to investors remain outstanding. Such shares are held by one holder of our Series E preferred stock, Tiger Global, and the holder of Series E preferred stock has rights that could impact the value of our Class A common stock and impact our business and operations.
  • Sales, directly or indirectly, of a substantial amount of our Class A common stock in the public markets by our existing security holders may cause the price of our Class A common stock to decline.
  • We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.
  • Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Legal proceedings

From time to time, we may be involved in various legal proceedings or subject to claims and investigations in the ordinary course of business. We are not presently a party to any litigation to which the outcome, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, or financial condition. Future litigation may be necessary to defend ourselves and our clients by determining the scope, enforceability, and validity of third-party proprietary rights, to establish our proprietary rights, or for other matters. Involvement in such proceedings is costly and can impose a significant burden on management and employees. We cannot predict the results of any such proceedings, claims, or investigations, and despite the potential outcomes, the existence thereof may have a material adverse impact on us due to diversion of management time and attention as well as the financial costs related to resolving such matters.

The opening of Item 3, Legal Proceedings.5

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