UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ofAugust 7, ~~the Securities Exchange Act of 1934~~ 2025

Date of Report (~~Date~~date of earliest event reported)~~: June 9, 2025~~

Omada Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~001-42679~~

001-42679

~~45-2355015~~

45-2355015

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

611 Gateway Blvd, Suite 120 South San Francisco, California

94080

(Address of Principal Executive Offices)

(Zip Code)

500 Sansome Street, Suite 200San Francisco, CA

94111

(Former Address of Principal Executive Offices)

(Former Zip Code)

~~500~~(888) ~~Sansome~~987-8337 ~~Street, Suite 200~~

~~San~~Registrant's ~~Francisco~~telephone number, ~~California~~including ~~94111~~area code

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (888) 987-8337

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~	Trading Symbol(s)	~~Name of each exchange on which registered~~		Name of each exchange on which registered
Common stock, $0.001 par value per share		~~OMDA~~	OMDA	~~The Nasdaq Stock Market LLC~~		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~o

OnItem ~~June 9, 2025, Omada Health, Inc~~2.02 Results ~~(the “Company”) filed its restated certificate~~ of ~~incorporation~~Operations ~~(the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware,~~ and ~~its~~Financial amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock. As described in the final prospectus, dated June 5, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-287156), as amended, filed with the Securities and Exchange Commission on June 9, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus. Condition

~~The~~On ~~foregoing~~August ~~description~~7, ~~of the~~2025, ~~Certificate~~Omada ofHealth, ~~Incorporation~~Inc. ~~and~~("Omada") ~~the~~issued ~~Bylaws~~a ispress ~~qualified~~release inannouncing its ~~entirety~~financial byresults ~~reference~~for ~~to (1)~~ the ~~Certificate~~three ofmonths ~~Incorporation~~ended ~~filed~~June as30, ~~Exhibit 3~~2025.1 ~~hereto~~A ~~and~~copy ~~(2)~~ of the ~~Bylaws~~press ~~filed~~release is furnished as Exhibit 399.21 ~~hereto,~~to ~~each~~this ofCurrent ~~which~~Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to Item 82.0102 ~~Other~~of ~~Events~~this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

Oninto ~~June 9,~~any ~~2025,~~other ~~the~~filing ~~Company~~under ~~completed~~the ~~its~~Securities ~~initial~~Act ~~public offering~~ of an1933, ~~aggregate~~as ~~of 9~~amended,~~085,000~~ ~~shares~~or ~~of its common stock at a price to~~ the ~~public~~Exchange ~~of $19.00 per share~~Act, ~~which~~except ~~includes~~as ~~the~~expressly ~~exercise~~set inforth ~~full~~ by ~~the~~specific ~~underwriters~~reference ofin ~~their~~such ~~option~~a ~~to purchase from the Company 1,185,000 shares of the Company’s common stock~~filing. ~~The gross proceeds to the Company from the initial public offering were $172,615,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.~~

Item 9.01 Financial Statements and Exhibits.

(d) ~~The following exhibits are being filed herewith:~~ Exhibits.

Exhibit No.	Description
Ex. Number		Ex. Description
3.1	Restated Certificate of Incorporation of Omada Health, Inc.
99.1		Press Release
3.2	Amended and Restated Bylaws of Omada Health, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~OMADA HEALTH, INC.~~

OMADA HEALTH, INC.

Date: June 9, 2025

By:

/s/ Sean Duffy

Date: August 7, 2025

By:

/s/ Sean Duffy

Sean Duffy Chief Executive Officer

Sean DuffyChief Executive Officer

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