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.
3.     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
 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

9.     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.
 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

19.    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
 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 606-10-32-25 when you
receive
           payments from Cigna Ventures, LLC and its affiliates as your
customers and also
           make payments to them for provision of services by such affiliates
in connection with
           the administration of the Company   s programs as discussed under
related party note
           at page F-34.
General

30.    We note the use of various industry terms in the prospectus. Please
define the industry
       terms in the first instance of their use in the prospectus or consider
including a glossary of
       defined terms.
31.    Please revise to disclose the terms of your material agreements,
including any provisions
       pursuant to which your fees are subject to repayment if certain clinical
outcomes or other
       performance criteria are not met. Please also file any such agreements
as exhibits to this
 July 21, 2024
Page 7

       registration statement or provide your analysis as to why such
agreements are not required
       to be filed. Refer to Item 601(b)(10) of Regulation S-K. In particular,
please disclose the
       terms of any material agreements with suppliers, including suppliers for
devices and
       supplies that you deliver in connection with your programs,
distributors, and partners,
       including partners that provide healthcare services complementary to
your programs.
32.    Please disclose the material terms of your agreements with PPTG and file
       the agreements as exhibits to this registration statement or provide
your analysis as to why
       such agreements are not required to be filed. Refer to Item 601(b)(10)
of Regulation S-K.
33.    We note the graphics and testimonial at the forefront of your
prospectus. You state at the
       bottom of the gatefold page 2 that "images, including apps, do not
reflect real members or
       information about a specific person. Testimonials are based on real
members' experiences
       and individual results. We do not claim that these are typical results
that members will
       achieve. Results may vary." As there appears to be no direct correlation
between the
       individual and the quoted testimonial page 2, please revise the
presentation. Please also
       revise to make the footnote disclosures at each page legible and define
"A1C goal."
34.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act, whether or not you retained, or intend to retain, copies
of those
       communications.
       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.