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OMDA on Nasdaq

Omada Health, Inc.

Omada Health, Inc. is an American health services company based in Wilmington, incorporated in Delaware.2 Its shares trade on Nasdaq under the symbol OMDA.2

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Last updated Oct 21, 2026.

Overview

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  • TickerOMDA on Nasdaq2
  • IndustryServices-Health Services2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address611 Gateway Blvd., Suite 120, South San Francisco, Ca 940803
  • Filer categoryNon-accelerated filer, Emerging growth company3
  • Legal formCorporation2
  • LEI5299008WYNYU33NFKF882
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 49725952

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Our mission is to bend the curve. Our hope is that, one day, tomorrow’s epidemiologists will notice a bend in disease curves, wonder what might be happening, and conclude that part of that impact has been Omada. As part of that mission, we strive to inspire and enable people to make lasting health changes on their own terms. We deliver virtual care between doctor’s visits, providing an engaging, personalized, and integrated experience for the individuals in our programs, which we call our “members.” Our care is designed to improve their health while delivering value for the employers, health insurance companies (“health plans”), health systems, pharmacy benefit managers (“PBMs”), and other entities that cover the cost of our programs. Our platform is grounded in evidence and supported by peer-reviewed clinical research and third-party accreditations, which we believe enhances credibility…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

65.7%Gross margin6
-4.6%Operating margin6
-4.9%Net margin6
53.2%Revenue growth, 20256
-5.6%Return on equity6
0.00×Debt to equity6
$16.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Service brought in 93% of the revenue Omada Health, Inc. broke down this way in fiscal 2025.

  1. Service$241.0M693%up 53% from 2024
  2. Hardware$19.2M67%up 60% from 2024
Products and services by year
Products and services202320242025
Service$114.5M$157.8M$241.0M
Hardware$8.3M$12.0M$19.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue34¢$89.3M
  • Research and development16¢$40.7M
  • Other costs50¢$130.3M

Out of $260.2M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending7¢$1.3M
  • Kept or used elsewhere93¢$16.9M

Out of $18.3M of cash from operations.6

Financial statements

Revenue6$260.2M in 2025+112% since 2023
0$100.0M$200.0M$300.0M2023: $122.8M$122.8M20232024: $169.8M$169.8M2024+38%2025: $260.2M$260.2M2025+53%
Gross profit6$170.9M in 2025+144% since 2023
0$50.0M$100.0M$150.0M$200.0M2023: $70.0M$70.0M20232024: $102.9M$102.9M2024+47%2025: $170.9M$170.9M2025+66%
Operating income6-$12.0M in 2025−82% since 2023
-$80.0M-$60.0M-$40.0M-$20.0M02023: -$66.0M-$66.0M20232024: -$43.7M-$43.7M2024−34%2025: -$12.0M-$12.0M2025−73%
Net income6-$12.8M in 2025−81% since 2023
-$80.0M-$60.0M-$40.0M-$20.0M02023: -$67.5M-$67.5M20232024: -$47.1M-$47.1M2024−30%2025: -$12.8M-$12.8M2025−73%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Total cost of revenue$89.3M$66.9M$52.8M
Gross profit$170.9M$102.9M$70.0M
Research and development$40.7M$35.9M$33.7M
Sales and marketing$90.0M$68.1M$66.2M
Total operating expenses$182.9M$146.5M$136.0M
Operating loss-$12.0M-$43.7M-$66.0M
Interest expense-$2.5M-$4.5M-$4.7M
Interest income$5.3M$805.0K$5.8M
Loss on debt extinguishment-$2.1M$0-$1.5M
Change in fair value of warrants-$1.5M$218.0K-$1.0M
Total other expense, net-$806.0K-$3.5M-$1.5M
Loss before provision for income taxes-$12.8M-$47.1M-$67.5M
Provision for income taxes$0$0$0
Net loss and comprehensive loss-$12.8M-$47.1M-$67.5M
Net loss and comprehensive loss-$12.8M-$47.1M-$67.5M
Basic (in dollars per share)-$0.35-$6.11-$9.52
Diluted (in dollars per share)-$0.35-$6.11-$9.52
Basic (in shares)36.6M shares7.7M shares7.1M shares
Diluted (in shares)36.6M shares7.7M shares7.1M shares
Revenue$260.2M$169.8M$122.8M
General and administrative$52.2M$42.6M$36.0M

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Corporate structure

Omada Health, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Omada Health, Inc.

  • Omada Health, Inc. Wilmington, Delaware, United States
    • Physera, Inc. Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); 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 Omada 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$19.8M6 Dec 31, 2025$16.0M6 Dec 31, 2024+23.5%
Accumulated depreciation$11.8M6 Dec 31, 2025$10.4M6 Dec 31, 2024+14.0%
Property and equipment, net$7.9M6 Dec 31, 2025$5.6M6 Dec 31, 2024+41.2%
Operating-lease assets (leased space)$06 Dec 31, 2025$447.0K6 Dec 31, 2024−100.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$222.0M6 Dec 31, 2025$76.4M6 Dec 31, 2024+190.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$13.2M6 Dec 31, 2025$13.2M6 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$2.4M6 Dec 31, 2025$4.3M6 Dec 31, 2024−43.4%
Finite-lived intangibles, gross$13.8M6 Dec 31, 2025$13.8M6 Dec 31, 20240%
Accumulated amortization$11.4M6 Dec 31, 2025$9.5M6 Dec 31, 2024+19.4%
Finite-lived intangibles, net$2.4M6 Dec 31, 2025$4.3M6 Dec 31, 2024−43.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$4.5M6 Dec 31, 2025$3.3M6 Dec 31, 2024+36.1%

Properties, in its own words

We are a remote company, and we do not maintain a primary headquarters or own any real property.

Item 2 of the 10-K filed Mar 6, 2026.5

Leadership

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

President

  1. Wei-Li Shao2025–now

Chief financial officer

  1. Steven L. Cook2025–now
Board members and other officers (8)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Physera, Inc. Delaware4

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

Timeline

  1. Aug 6, 20268-K Results of operations; Executive or director change19
  2. Jun 16, 20268-K Shareholder vote20
  3. May 7, 20268-K Results of operations21
  4. Mar 5, 20268-K Results of operations22
  5. Jan 12, 20268-K Results of operations23
  6. Nov 6, 20258-K Results of operations24
  7. Aug 7, 20258-K Results of operations25
  8. Jun 9, 20258-K Bylaws or fiscal year changed; Other events26
  9. Apr 25, 2011Founded Omada Health, Inc. is founded2

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.03) a share, on Nov 6, 2025.27

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results19
  2. May 7, 2026Reported quarterly or annual results21
  3. Mar 5, 2026Reported quarterly or annual results22
  4. Jan 12, 2026Reported quarterly or annual results23
  5. Nov 6, 2025Reported quarterly or annual results24
  6. Aug 7, 2025Reported quarterly or annual results25

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

Filings

230 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 8 major events, 129 insider forms, 14 large holders, 74 other. The latest 20:

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

The 230 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

61 open-market trades by officers, directors and large owners since October 2021: 0 buys and 61 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 10, 2026Duffy Sean P.Chief Executive OfficerSale14,960$21.87$327.2KForm 4
Sep 10, 2026Cook Steven L.Chief Financial OfficerSale6,800$21.86$148.7KForm 4
Sep 10, 2026Shao Wei-LiPresidentSale4,036$21.85$88.2KForm 4
Sep 9, 2026Gracey CraigChief Accounting OfficerSale644$21.73$14.0KForm 4
Sep 1, 2026Duffy Sean P.Chief Executive OfficerSale21,572$23.62$509.5KForm 4
Aug 27, 2026Cook Steven L.Chief Financial OfficerSale1,108$25.00$27.7KForm 4
Aug 12, 2026Shao Wei-LiPresidentSale9,418$25.02$235.6KForm 4
Aug 12, 2026Shao Wei-LiPresidentSale8,866$25.02$221.8KForm 4
Aug 11, 2026Cook Steven L.Chief Financial OfficerSale1,607$25.01$40.2KForm 4
Aug 10, 2026Cook Steven L.Chief Financial OfficerSale15,235$25.03$381.3KForm 4
Aug 10, 2026Gracey CraigChief Accounting OfficerSale1,042$25.00$26.1KForm 4
Aug 10, 2026Duffy Sean P.Chief Executive OfficerSale12,942$24.81$321.1KForm 4
Aug 7, 2026Duffy Sean P.Chief Executive OfficerSale8,628$21.85$188.5KForm 4
Aug 3, 2026Duffy Sean P.Chief Executive OfficerSale12,944$20.40$264.1KForm 4
Jul 15, 2026Cook Steven L.Chief Financial OfficerSale12,150$24.01$291.7KForm 4
Jul 13, 2026Gracey CraigChief Accounting OfficerSale1,041$24.00$25.0KForm 4
Jul 13, 2026Cook Steven L.Chief Financial OfficerSale5,800$24.00$139.2KForm 4
Jul 7, 2026Cook Steven L.Chief Financial OfficerSale12,337$23.09$284.9KForm 4
Jul 1, 2026Cook Steven L.Chief Financial OfficerSale23,263$22.76$529.5KForm 4
Jul 1, 2026Duffy Sean P.Chief Executive OfficerSale25,886$22.68$587.2KForm 4

All 61 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
2025Sean DuffyChief Executive Officer42$525.0K$4.7M35
2025Wei-Li ShaoPresident55$450.0K$3.2M35
2025Steven CookChief Financial Officer40$400.0K$2.1M35
2024Sean DuffyChief Executive Officer42$412.0K$1.2M35
2024Wei-Li ShaoPresident55$400.0K$1.2M35
2024Steven CookChief Financial Officer40$389.0K$838.3K35

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
Revelation Capital Management, LLC4,858,034$106.6M97.3%−350,000
Divisadero Street Capital Management, LP3,799,695$83.4M1.9%−2,088,020
American Century Companies Inc3,678,676$80.7M0.0%+1,222,367
Morgan Stanley2,800,887$61.5M0.0%+1,334,111
Fmr LLC2,775,102$60.9M0.0%−513,278
Nvp Associates, LLC2,531,000$55.6M16.9%No change
BlackRock, Inc.2,222,074$48.8M0.0%+317,516
Vanguard Capital Management LLC1,926,594$42.3M0.0%+117,610
Millennium Management LLC1,724,057$37.8M0.0%+620,062
Loomis Sayles & Co L P1,598,787$35.1M0.0%−113,989
D. E. Shaw & Co., Inc.1,202,058$26.4M0.0%+1,047,066
a16z Capital Management, L.L.C.1,153,639$25.3M0.2%−1,153,645
Oberweis Asset Management Inc/1,048,800$23.0M0.5%New
Nuveen, LLC950,724$20.9M0.0%+911,264
Arrowstreet Capital, Limited Partnership843,583$18.5M0.0%+752,561
Archon Capital Management LLC790,994$17.4M7.0%+65,874
Perceptive Advisors LLC786,330$17.3M0.3%No change
Jefferies Financial Group Inc.684,091$15.0M0.1%−124,900
State Street Corp611,056$13.4M0.0%+62,584
Point72 Asset Management, L.P.597,997$13.1M0.0%−308,210
Geode Capital Management, LLC595,970$13.1M0.0%+65,072
Madryn Asset Management, LP583,800$12.8M34.7%No change
Bienville Capital Management, LLC573,314$12.6M1.8%−324,451
Walleye Capital LLC530,670$11.6M0.1%+178,227
Citadel Advisors LLC507,747$11.1M0.0%+355,513

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

SEC filer profile

How Omada 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 EDGAROmada Health, Inc.1
  • CIK0001611115
  • Employer ID (EIN)45-23550155
  • 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)8000 Services-Health Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address611 Gateway Blvd., Suite 120, South San Francisco, CA 940801
  • Mailing address2202 S. Cockrell Hill Road, P.O Box 210129, Dallas, TX 752111
  • Phone888-987-83371
  • Shares outstanding61,216,703 as of Aug 4, 20268
  • Public float$1.1B 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 sinceJun 20, 20141
  • Filings232 in all: 4 (104), 144 (43), 3 (13), 4/A (12), 8-K (8), SCHEDULE 13G (8), SCHEDULE 13G/A (6), UPLOAD (5)1
    All 26 form types

    10-Q (4), CORRESP (4), DRS/A (4), DRSLTR (4), D (2), S-8 (2), SEC STAFF LETTER (2), 10-K (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 6, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.001 par value per shareOMDAThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Omada Health, Inc. names in Item 1A of its 10-K filed Mar 6, 2026: 75 risks under these headings, as written.5

  • Risks Relating to Our Business and Industry
  • We have a limited operating history and have grown significantly in a short period of time. If we fail to manage our growth effectively, our business could be materially and adversely affected.
  • We have a history of net losses, and we may not be able to consistently achieve or maintain profitability in the future.
  • The failure of our programs to achieve and maintain market acceptance could result in us achieving sales below our expectations, which would cause our business, financial condition, results of operations, and prospects to be materially and adversely affected.
  • The market for our programs is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the U.S. is undergoing significant structural change, which makes it difficult to forecast demand for our programs.
  • We operate in a very competitive industry, and if we fail to compete successfully against our existing or potential competitors, some of whom may have greater resources than us, our business, financial condition, results of operations, and prospects could be materially and adversely affected.
  • Competitive solutions or other technological breakthroughs for the monitoring, treatment, or prevention of chronic conditions or technological developments may adversely affect demand for our programs.
  • The growth of our business relies, in part, on the growth and success of our customers and channel partners such as health plans, PBMs, and other resellers, and revenue from member enrollment, which are difficult to predict and are affected by factors outside of our control.
  • If the number of individuals covered by employers, health plans, PBMs, health systems, government entities, or other existing or potential customers decreases, or the number of programs they cover decreases, our member enrollment may decline, and our revenue will likely decrease, which could materially and adversely affect our business, financial condition, results of operations, and prospects.
  • Our revenue depends on member engagement in our programs and the clinical outcomes and cost savings of our offerings, and our failure to achieve and maintain meaningful member engagement, clinical outcomes, and/or cost savings could materially and adversely affect our business, financial condition, results of operations, and prospects.
  • We incur significant upfront costs in establishing and expanding our relationships with employers, health plans, PBMs, health systems, government entities, and other existing and potential customers and channel partners, 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 a material adverse effect on our business, financial condition, results of operations, and prospects.
The other 64 risks
  • A substantial portion of our sales comes from or through a limited number of customers and channel partners that operate as resellers.
  • If we are unable to attract new customers and channel partners and increase member enrollment from new and existing customers and channel partners, our revenue growth could be slower than we expect, and our business may be adversely affected.
  • Potential members’ failure to enroll after a customer or channel partner enters into an agreement with us could materially and adversely affect our business, financial condition, results of operations, and prospects.
  • If our customers or channel partners are unwilling or unable to conduct or enable outreach campaigns directed at covered individuals, we may not enroll members at the rates we expect, which may adversely affect our business, financial condition, results of operations, and prospects.
  • The size of the addressable markets for our programs are estimates and may be smaller than we believe.
  • We will need to increase the size of our organization, including our Care Teams, and we may experience difficulties in managing growth and attracting talent. A deterioration in our relationships with our employees and other service providers could have an adverse impact on our business.
  • If the shift by companies to adopt business models billed based on enrollments, engagement, and/or outcomes, and, in particular, the market for our programs, develops more slowly than we expect, our growth may slow or stall, and our business, financial condition, results of operations, and prospects could be materially and adversely affected.
  • Our programs may result in member harm or injury.
  • Any disruption of service at our third-party data centers and hosting providers, including Amazon Web Services (“AWS”), or at software-as-a-service (“SaaS”) companies or other vendors could interrupt or delay our ability to deliver our programs to our customers, channel partners, and members and harm our business, financial condition, results of operations, and prospects.
  • We depend on a limited number of third-party suppliers for certain devices and other supplies that we deliver to members in connection with our programs, for cellular device connectivity, and for certain complementary healthcare services provided by external partners, such as prescriptions or physician referrals, and the loss of any of these suppliers or partners, or their inability to support our required volume, could materially and adversely affect our business, financial condition, results of operations, and prospects.
  • We are dependent on a limited number of third-party manufacturers and suppliers who operate in international markets, which exposes us to foreign operational and political risks that may harm our business.
  • If manufacturers and suppliers are unable to procure raw materials or semi-finished products or to produce the devices provided in connection with our programs, our business may suffer.
  • We experience seasonality in our business, which may cause fluctuations in our financial results.
  • We are subject to a number of risks related to the credit card and debit card payments we accept.
  • We use AI and machine learning to operate certain features of our programs and to enable certain business processes, which due to a changing regulatory landscape, could adversely affect our business, financial condition, and results of operations.
  • If we fail to attract and retain senior leadership and key clinical, scientific, and technology employees and other service providers, our business may be materially and adversely affected.
  • We rely largely on our direct sales force, and if we are unable to maintain or expand our sales force, it could impede our growth or harm our business.
  • A decline in the prevalence of employer-sponsored healthcare could have a material adverse effect on our business, financial condition, results of operations, and prospects.
  • Our sales and implementation cycle can be long and unpredictable and requires considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.
  • Any failure to offer high-quality support for our customers, channel partners, and members may adversely affect our relationships with our existing and prospective customers, channel partners, and members and, in turn, our business, financial condition, results of operations, and prospects.
  • If we fail to develop widespread brand awareness cost-effectively or are subject to widespread negative media coverage, our business may suffer.
  • If we are not able to develop and release new programs and services or to develop and release successful enhancements to, new features for, and modifications to our existing programs, services, and platform, our business, financial condition, results of operations, and prospects could be materially and adversely affected.
  • Public opinion and scrutiny of treatments for obesity and overweight may impact public perception of our company and offerings or may adversely affect our ability to conduct our business and our business plans.
  • To the extent we expand internationally we will face additional business, political, regulatory, operational, financial, and economic risks, any of which could increase our costs, hinder our growth, and harm our business, financial condition, results of operations, and prospects.
  • We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.
  • If the licensed physical therapists who provide services to our members are characterized as employees, our business, financial condition, and results of operations could be materially and adversely affected.
  • Risks Relating to Cybersecurity, Information Systems, and Intellectual Property
  • Our proprietary technology 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 materially and adversely harm our business, financial condition, results of operations, and prospects.
  • Our business depends upon the interoperability of our programs and related connected devices across a number of devices, operating systems, and third-party applications that we do not control.
  • Our business depends on continued and unimpeded access to Internet or mobile connections for our programs and the related connected devices. If we or our members experience disruptions in service or if Internet or mobile service providers are able to block, degrade, or charge for access to our programs or the functionality of connected devices provided in connection with our programs, we could incur additional expenses and the loss of members.
  • Our success depends in part on our proprietary technology, and if we are unable to obtain, maintain, or successfully enforce our intellectual property rights, the commercial value of our programs will be adversely affected, and our competitive position, business, financial condition, results of operations, and prospects could be materially and adversely affected.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position, business, financial condition, results of operations, and prospects could be materially and adversely affected.
  • We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time consuming, and unsuccessful.
  • 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.
  • 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.
  • Our software platform contains, and may in the future contain, open source software, which may pose particular risks to our proprietary software, products, and services in a manner that could have a material and adverse effect on our business, financial condition, results of operations, and prospects.
  • Risks Relating to Governmental Regulation and Legal Matters
  • We operate in a highly regulated industry and changes in regulations or the implementation of existing regulations could affect our operations.
  • Our use and disclosure of personal information, including health information, is subject to federal and state privacy and security laws and regulations, and our or our affiliated professional entities’ actual or perceived failure to comply with such laws and regulations or to adequately secure the personal information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our business, financial condition, results of operations, and prospects.
  • If we or our affiliated professional entities fail to comply with federal and state healthcare regulatory laws, we could be subject to penalties, including, but not limited to, administrative, civil and criminal penalties, damages, fines, disgorgement, exclusion from participation in governmental healthcare programs, and the curtailment of our operations, any of which could materially and adversely affect our business, financial condition, results of operations, and prospects.
  • The U.S. Food and Drug Administration (the “FDA”) may modify its enforcement policies with respect to medical software products, and our software applications may become subject to extensive regulatory requirements, which may increase the cost of conducting, or otherwise harm, our business.
  • We are dependent on our relationships with affiliated professional entities, which we do not own, to provide physical therapy and certain medical services, and our business would be adversely affected if those relationships were disrupted or if our arrangements with such affiliated professional entities or our customers or channel partners are found to violate state laws prohibiting the corporate practice of licensed professions or fee splitting.
  • We, our affiliated professional entities, and our other business partners 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 risks from legal and arbitration proceedings that may prevent us from pursuing our business activities or require us to incur additional costs in defending against claims or paying damages.
  • Failure to comply with the FCPA, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.
  • Changes in the regulation of the Internet could adversely affect our business.
  • Legislative or regulatory healthcare reforms or reductions in government spending may make it more difficult and costly to produce, market, and distribute our programs or to do so profitably.
  • We are subject to consumer protection laws that regulate our marketing and benefit outreach practices and prohibit unfair or deceptive acts or practices. Our actual or perceived failure to comply with such obligations could harm our business, and changes in such regulations or laws could require us to modify our programs or marketing, advertising, or benefit outreach efforts.
  • Certain of the devices and supplies provided in connection with our programs are subject to extensive government regulation at the federal and state level, and any failure by the producers of such devices to comply with applicable requirements could harm our business.
  • If our third-party suppliers fail to comply with the FDA’s Quality Management System Regulation or similar foreign regulations, our ability to distribute the devices that are provided to members in connection with our programs could be impaired.
  • Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
  • Risks Relating to Financial and Accounting Matters
  • Our ability to use our net operating loss carryforwards and other tax attributes may be limited due to certain provisions of the Internal Revenue Code or state tax law.
  • Our effective tax rate may vary significantly from period to period.
  • Changes in tax laws or tax rulings could adversely affect our effective tax rates, 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, our customers, or our channel partners, which
  • could subject us to additional tax liability and related interest and penalties, increase the costs of our programs, and adversely impact our business.
  • Our cash deposits with financial institutions exceed insured limits.
  • Changes in accounting principles or the interpretation thereof by the Financial Accounting Standards Board (“FASB”) affecting consolidation of entities could impact our consolidation of total revenues derived from PPTG.
  • Risks Relating to Our Common Stock
  • We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
  • We will continue to incur increased costs and be subject to additional regulations and requirements as a result of recently becoming a public company, which could lower our profits or make it more difficult to run our business.
  • We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our results of operations or financial condition, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
  • We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the market price of our common stock.
  • If our operating and financial performance in any given period does not meet any guidance that we provide to the public, the market price of our common stock may decline.
  • We might require additional capital to support business growth, and this capital might not be available on terms favorable to us, or at all, and may dilute existing stockholders’ ownership of our common stock.
  • Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
  • Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

Legal proceedings

From time to time, we are subject to legal proceedings and claims arising in the ordinary course of our business. We are not currently party to any proceeding the outcome of which we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, or results of operations.

The opening of Item 3, Legal Proceedings.5

Sources

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