Hinge Health, Inc.
Loading chart...
Item 1. Business
Overview
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.
Hinge Health leverages software, including AI, to automate care for joint and muscle health, delivering an outstanding member experience, improved member outcomes, and cost reductions for our clients and members. We have designed our platform to address a broad spectrum of MSK care—from acute injury, to chronic pain, to post-surgical rehabilitation. Members receive personalized and automated MSK care through our AI-powered motion tracking technology and a proprietary electrical nerve stimulation wearable device, all designed and monitored by our AI-supported care team of licensed physical therapists, physicians, and board-certified health coaches. Our platform can help to ease members’ pain, improve their function, and reduce their need for surgeries, all while driving health equity by allowing members to engage in their exercise therapy sessions from anywhere and embrace movement as a way of life.
We have developed an efficient go-to-market model by working directly with our partners and clients. We seek to be the most validated and the easiest to buy solution on the market. Our clients are primarily self-insured employers and include many of the nation’s leading enterprises across a broad range of industries and sizes. Within this segment, we also serve many public sector self-insured employers, such as state and local city governments and labor unions. In most instances, for our self-insured clients, we partner with clients’ health plans, TPAs, PBMs, or other ecosystem entities to reduce the friction of contracting, procurement, security and IT reviews, onboarding, and billing. We also serve health plans’ fully-insured and Medicare Advantage populations and federal insurance plans.
We believe that we grow efficiently because of our scalable, repeatable go-to-market model. We sell through our direct sales force and our partners. Once we contract with a client, we are most often the sole digital MSK care provider offered to their contracted lives, and our average contract term was three years as of December 31, 2025. For the term of each contract, we are able to enroll, engage, and re-engage the client’s eligible lives, driving a recurring, repeatable revenue model. As of December 31, 2025, we had over 60 partners. Our partners include the five largest national health plans by self-insured lives, and the top three PBMs by market share.
Our software-led, AI-powered delivery model not only aims to provide a better experience for our members and a less expensive alternative for our clients, but also allows us to innovate and continuously improve our platform. Our AI-powered motion tracking technology, TrueMotion, allows us to deliver highly scalable care remotely and reduce the human hours associated with traditional physical therapy. According to our estimates based on data from 2025, our platform reduced the number of human care team hours associated with traditional physical therapy by approximately 97%. We have done this while improving our high member satisfaction over time.
We are a research-led organization and routinely expand our platform with new programs, capabilities, and features. Over the last four years, we launched new programs to address six additional affected areas; launched Enso to deliver a non-addictive, non-invasive alternative for pain relief; developed HingeConnect for real-time targeted care support and external provider coordination; and integrated TrueMotion, our proprietary AI-powered motion tracking technology, to replace wearable sensors for our members. In 2022, we launched women’s pelvic health, a specialized care program within our chronic program, and, in 2023, we launched a fall prevention program for eligible lives in our Medicare Advantage population. In 2025, we launched and began selling our high-performance in-person provider network for MSK care, HingeSelect, which allows us to now provide members with end-to-end MSK care while further reducing costs for members, employers, and health plans.
Our Platform
We are a leading technology platform for individuals seeking to treat and prevent joint and muscle pain. We leverage technology and AI to automate and scale a care plan designed and monitored by our care team, while delivering improved member outcomes, personalized member experiences, and cost reductions for our clients.
1
Adherence is one of the largest challenges with physical therapy. We have designed our platform to meet our members where they are, allowing them to choose where, when, and how often they engage in their exercise therapy sessions and embrace movement as a way of life. We address both the physical and mental health challenges of coping with and moving past pain. In doing so, we believe we reduce the need for surgeries and medications. To achieve this, we built a platform that pairs AI-powered motion tracking technology, a wearable device with an AI-supported care team of licensed physical therapists, physicians, and board-certified health coaches, and a high-performance provider network for in person care.
We designed our platform to treat and prevent a broad spectrum of joint and muscle pain through scalable and personalized care. We offer a wide range of support with multiple programs, including for those suffering from chronic pain to those considering surgical interventions or undergoing post-surgery rehabilitation. Our platform and programs aim to treat and prevent MSK pain and injuries across the body, including the neck, upper back, shoulders, elbows, forearms, wrists, hands, lower back, hips, pelvic region, thighs, knees, shins, calves, ankles, and feet. Our AI-powered motion tracking technology allows our software to provide exercise feedback in real time remotely, which reduces the human hours associated with traditional physical therapy and results in a more scalable and personalized model of care. We use AI and machine learning to provide personalized care through our programs, which are customized based on a member’s affected areas and movement threshold.
We routinely expand our platform with new programs, capabilities, and features. Over the last four years, we have launched new programs to address six additional affected areas, including specialized programs to address women’s pelvic health, menopause and fall prevention. We also launched Enso to deliver a non-addictive, non-invasive alternative for pain relief, developed HingeConnect for real-time targeted care support and external provider coordination, integrated TrueMotion technology to replace wearable sensors, and launched HingeSelect, our high-performance in-person provider network for MSK care.
Our Growth Strategy
We have experienced significant growth since inception, which we attribute to expanding our client base, increasing adoption across our existing client base, launching new programs, and expanding into new markets. We believe we are well positioned for continued growth.
Expand Our Client Base in Our Core Markets and Beyond
Our core client base is self-insured employers. Approximately 22 million lives from self-insured employers were contracted in our existing client base as of December 31, 2025, and we intend to leverage our experienced sales force and strong relationships with health plans, benefits consultants, and other ecosystem partners to further expand our client base. Our sales force has a client-specific strategy, which is customized by segment and client size. Our ecosystem partners play an important role by often offering us as their preferred MSK solution and providing a faster implementation route than contracting and implementation directly with clients.
We have expanded beyond our core self-insured employer market and will continue to evaluate opportunities to do so in the future. In addition to self-insured employers, we also offer our platform to fully-insured health plan populations, Medicare Advantage populations, and federal insurance plans. As of December 31, 2025, we were contracted with approximately 3 million lives in this segment. In many cases, after we have delivered positive outcomes for our partners’ self-insured employers, they decide to contract with us for their fully-insured and Medicare Advantage lines of business. We also developed a fall prevention program for eligible lives in our Medicare Advantage population and we also expect to expand into additional government agencies and government healthcare programs, such as Medicare and Medicaid.
Regarding international expansion, in the third quarter of 2024, we began introducing our global program to clients that are United States ("U.S.")-based multinational corporations. We have now expanded into Canada, France, Germany, Ireland, the Netherlands, and the United Kingdom ("UK") and expect to further expand our global footprint in 2026. Initially, our global strategy is to serve our current clients with the objective of supporting their employees in their key geographies. We also plan to expand to non-U.S. based employers and government payers in countries outside of the U.S. over time. We are in the early stages of our international expansion, and we believe that international expansion could increase our number of contracted lives.
2
Increase Adoption Across Existing Client Base
We also plan to drive growth by increasing adoption by eligible lives within our existing client base. First, we expect to leverage our partner integrations, our proprietary HingeConnect AI-driven database, and our enrollment team’s capabilities to reach out to eligible lives when we believe they are most likely to benefit from our platform. Through data integrations with EHRs and health plans, we receive information about when eligible lives have seen a provider about pain or requested imaging or surgery. When we offer our platform to eligible lives in a timely way, it often increases adoption. Second, we have dedicated research and development resources to continuously optimize our targeting to maximize the number of eligible lives that enroll in our programs. Third, many members cycle in and out of pain over the course of their lives and will likely need our platform for multiple years. We have continued to focus on making our programs relevant for members so that they continue to use them throughout their lives, including by adopting our programs across multiple years. Additionally, we have increased the number of affected areas addressed by our platform, from two at our inception (knee and back) to sixteen (neck, upper back, shoulders, elbows, forearms, wrists, hands, lower back, hips, pelvic region, thighs, knees, shins, calves, ankles, and feet) as of December 31, 2025. We have also created programs for many different types of care by expanding from chronic care to include acute, pre- and post-surgery, and preventative care. These developments allow us to reach and engage more members.
Launch New Programs and Capabilities Driven by Investment in Our Platform
We have a history of innovation and expect to continue to develop and invest in our platform to provide more value to our members, clients, and partners over time. We launched our platform for individuals with two affected areas and required physical sensors to deliver care, and we have since added fourteen affected areas, including specialized programs to address women's pelvic health, menopause and fall prevention, and replaced all sensors with AI-powered motion tracking technology. In 2025, we also launched and began to sell HingeSelect, our high-performance in-person provider network for MSK care. All of our programs are available to use from a single application, with members having the ability to treat multiple indications at one point. We believe we have a promising product roadmap ahead of us. Given the broad potential of our platform, we believe that we have a truly significant opportunity to launch new programs, products, and capabilities to attract new clients and increase adoption by eligible lives within our existing clients, as well as to improve programs and optimize engagement with our care team given our proprietary data and AI advantage.
Our Programs
Chronic: Our chronic program focuses on both the physical and behavioral aspects of care for members suffering from chronic musculoskeletal conditions. This program is available for a range of affected areas: upper and lower back, hip, pelvic floor, shoulders, knee, thigh, calf, shin, neck, elbow, forearm, hand, wrist, ankle, and foot. The vast majority of our members are enrolled in our chronic program. Each member receives tailored exercise therapy through our AI-powered technology, robust educational content, and the support of a care team composed of licensed physical therapists, physicians, and board-certified coaches that support care escalations. If more than one area of the body needs focus, our chronic program is available for multiple affected areas at the same time.
Women’s pelvic health: In 2022, we launched our women’s pelvic health program as part of our chronic program in order to support women across stages of life when pelvic disorders are most common, including during pregnancy, the postpartum period, and menopause. Our women’s pelvic health program is designed to address pelvic pain and other symptoms through our chronic program with the support of a care team composed of pelvic health physical therapists, board-certified women’s health coaches, and urogynecologists that support care escalations. We personalize member care around five women’s pelvic health needs: pregnancy, postpartum, bladder and bowel control, pelvic pain, and pelvic strength. In 2025, we expanded our women’s pelvic health program to have a dedicated and comprehensive movement-based program that treats the musculoskeletal syndrome of menopause.
Acute: Our acute program is for members with short-term pain or a one-time injury, such as a sprained ankle. Similar to our other programs, members receive tailored exercise therapy and access to a care team. The acute program is more short-term oriented; however, if pain persists beyond 12 weeks, a member can transition to our chronic program for ongoing care.
3
Surgery decision support and high-risk member program: HingeConnect allows us to provide an enhanced care approach to support members considering surgery by offering increased support and targeted care support to help members reduce surgeries or invasive treatments as appropriate. With our rich data set, combined with machine learning-based algorithms, HingeConnect is designed to proactively identify high-risk eligible lives before they become high-cost claimants to the client.
Pre- and post-surgery: For members for whom MSK surgery is the treatment recommended by medical professionals caring for them, we offer programs designed to improve the quality of their pre- and post-surgical experience. Our pre- and post-surgery program is designed to expedite functional improvement and increase member satisfaction while reducing postoperative costs for the member and client. Through our platform, members receive guidance on exercise therapy for before and after surgery, tailored education about the surgery and recovery, progress tracking, and tools to aid with surgical preparation, pain management, and recovery. A member’s care plan can be shared with their surgeon in an effort to coordinate care.
Fall prevention: We launched a fall prevention program in 2023 to help adults aged 65 and older improve their physical abilities and reduce their risk of falling. This program includes a combination of exercise therapy, education, and care team support. We currently offer the fall prevention program to our Medicare Advantage clients and have fall prevention modules in the exercise library for all members to take advantage of.
Prevention: Our prevention program is a way for our members to maintain and improve their health and wellness and incorporate movement into their lives. Eligible lives who do not have MSK pain that are best addressed with our other programs are directed to our prevention program. Members may also move to our prevention program after completing one of our other programs. We provide our prevention program at no charge to our clients. Our prevention program offers access to exercise routines and education about sleep, stress management, nutrition, and movement.
Global: We launched our global program in the third quarter of 2024 and expect to expand our global footprint in 2026. Our global program makes high-quality care for common MSK conditions more accessible worldwide. Members receive a personalized treatment plan with exercise therapy and education that adapts to the member’s evolving needs over time, and the program employs TrueMotion AI-powered motion tracking technology for real-time feedback on exercises. Our global program content is localized with culturally relevant translations. Because our global program does not utilize hardware and is streamlined without care team access and support, we expect to be able to reach more members across more countries.
HingeSelect: In 2025 we launched our high-performance in-person provider network for MSK care. HingeSelect allows us to provide members with end-to-end MSK care while further reducing costs for members, employers, and health plans. Our technology and in-house orthopedic physicians triage and direct downstream care, prioritizing the most appropriate evidence-based treatments. When members need imaging, injections, or other in-person care they are seamlessly connected to pre-vetted providers at up to 50% below commercial rates. We are in the process of upselling our clients on this new offering.
Our Technology
We believe the thoughtful development of technology can radically improve experiences, outcomes, and costs in healthcare while ensuring consistent care regardless of income level or geography. We believe that in order to truly lower costs and ensure consistent care, technology must automate key aspects of care delivery. To that end, we have built our platform to incorporate a number of features, including our:
4
Intelligently personalized exercise engine: Once an eligible life completes our screening process, our proprietary algorithm automatically analyzes the inputs and enrolls the eligible life onto our platform. The algorithm takes the newly enrolled member’s profile and health history into consideration and ingests various attributes, such as demographics, comorbidities, exercise outcomes, and pain scores. We utilize data integration and machine learning to identify risk levels and specialized needs, and then place members into a program based on their profile. Our technology combines the member risk profile with any member-specific functional goals and develops personalized exercise treatment plans for the member based on their focus areas, all overseen by our care team. Treatment plans are sets of curated stretching and strengthening exercises targeting the individual member’s focus areas. Members receive personalized, AI-generated audio and visual feedback as they progress through their program, and their treatment plans evolve using near real-time feedback based on exercise form tracked via our AI-powered motion tracking technology, self-reported pain scores, and other member input. Our proprietary AI model is continuously learning and improving as each member enters our platform. From inception through December 31, 2025, we have had over one and a half million members, tracked over 106 million activity sessions, and generated 39 million member-reported outcome logs. The continuous improvement of our AI model and growth of our dataset enables better and more effective recommendations that are personalized to each member.
Patented AI-powered motion tracking technology (TrueMotion):
Loading financial statements...
Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
| Line item |
|---|
| Period ending |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties and our actual results, events or circumstances could differ materially from those described in forward-looking statements. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, all references in this Quarterly Report to “we,” “us,” “our,” “our company,” and “Hinge Health” refer to Hinge Health, Inc. and its consolidated subsidiaries, and references to our “common stock” include our Class A common stock and Class B common stock. Our fiscal year ends on December 31.
Overview
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.
Hinge Health leverages software, including AI, to automate care for joint and muscle health, delivering an outstanding member experience, improved member outcomes, and cost reductions for our clients. We have designed our platform to address a broad spectrum of MSK care—from acute injury, to chronic pain, to post-surgical rehabilitation. Members receive personalized and automated MSK care through our AI-powered motion tracking technology and a proprietary electrical nerve stimulation wearable device, all designed and monitored by our AI-supported care team of licensed physical therapists, physicians, and board-certified health coaches. Our platform can help to ease members’ pain, improve their function, and reduce their need for surgeries, all while driving health equity by allowing members to engage in their exercise therapy sessions from anywhere and embrace movement as a way of life.
We have developed an efficient go-to-market model by working directly with our partners and clients. We seek to be the most validated and the easiest to buy solution on the market. Our clients are primarily self-insured employers and include many of the nation’s leading enterprises across a broad range of industries and sizes. Within this segment, we also serve many public sector self-insured employers, such as state and local city governments and labor unions. In most instances, for our self-insured clients, we partner with clients’ health plans, TPAs, PBMs, or other ecosystem entities to reduce the friction of contracting, procurement, security and IT reviews, onboarding, and billing. We also serve health plans’ fully-insured and Medicare Advantage populations and federal insurance plans.
We believe that we grow efficiently because of our scalable, repeatable go-to-market model. We sell through our direct sales force and our partners. Once we contract with a client, we are most often the sole digital MSK care provider offered to their contracted lives for an average contract term of three years. For the term of each contract, we are able to enroll, engage, and re-engage the client’s eligible lives, driving a recurring, repeatable revenue model. As of March 31, 2026, we had over 60 partners. Our partners include the five largest national health plans by self-insured lives, and the top three PBMs by market share.
Our software-led, AI-powered delivery model not only aims to provide a better experience for our members and a less expensive alternative for our clients, but also allows us to innovate and continuously improve our platform. Our AI-powered motion tracking technology, TrueMotion, allows us to deliver highly scalable care remotely and reduce the human hours associated with traditional physical therapy. According to our estimates based on data from 2025, our platform reduced the number of human care team hours associated with traditional physical therapy by approximately 97%. We have done this while improving our high member satisfaction over time. We are a research-led organization and routinely expand our platform with new programs, capabilities, and features. Over the last four years, we launched new programs to address six additional affected areas; launched Enso to deliver a non-addictive, non-invasive alternative for pain relief; developed HingeConnect for real-time targeted care support and external provider coordination; and integrated TrueMotion, our proprietary AI-powered motion tracking technology, to replace wearable sensors for our members. In 2022, we launched women’s pelvic health, a specialized care program within our chronic program, and, in 2023, we launched a fall prevention program for eligible lives in our Medicare Advantage population. In 2025, we launched our high-performance in-person provider network for MSK care, HingeSelect, which allows us to now provide members with end-to-end MSK care while further reducing costs for members, employers, and health plans.
24
Our Business Model
Go-to-Market Motion—Revenue Generation Process
We have rapidly grown our client base, expanding to 2,849 clients as of March 31, 2026 compared to 2,311 clients as of March 31, 2025. This expansion has given us access to an increased number of contracted lives, which was 25 million as of December 31, 2025. There are two ways we increase our contracted lives: through new client additions and through accessing additional contracted lives within a current client.
The majority of our revenue is generated from clients who are self-insured employers. We are increasingly diversifying our revenue through our partners into the fully-insured employers and Medicare Advantage markets (whereby the health plan is the client and purchasing entity). Our typical sales cycle is five months between initial engagement and entering into a signed contract with a client; however, our sales cycle can be more than 12 months for larger enterprise clients and fully-insured and Medicare Advantage plans. We sell an annual subscription model, whereby clients only pay for members that engage with our programs. We primarily recognize revenue ratably over the 12 months after an eligible life becomes a member, and as such our revenue has historically been highly predictable.
Depending on a client’s needs, we have the ability to contract directly or through one of our many partners. Similarly, we are able to invoice a client directly or submit via claims through a client’s health plan. If a client chooses to pay via claims through a health plan, the cost typically comes directly out of their medical budget for the year and is embedded in their medical costs, rather than a separate discretionary budget. Allocation of the spend on Hinge Health to the client’s existing healthcare budget enables faster implementation as it avoids a potentially lengthy approval process. Our agreements with partners help us simplify contracting and implementation with clients. In the first quarter of 2026 and in 2025, the vast majority of our contracts were completed via our partners, negating the need for many clients to contract directly with us since many clients can leverage existing contracts through our partners. This is a significant strategic advantage for us as it enables implementation and launch of our platform as quickly as a few weeks after entering into a contract. As a result, most implementations are completed in a 40-100 day period.
Once our platform is launched, clients only pay for the members that engage with our programs. We typically provide various performance guarantees to our clients that may include engagement thresholds, member reported outcomes, and return on investment, where we put a portion of our fees at risk. We have historically paid an immaterial amount related to these performance guarantees. Upon onboarding, a member’s paid subscription is for one year. To increase awareness within our clients’ employee bases, we have an enrollment marketing team that engages with our partners and our clients’ human resources benefits team in targeted marketing campaigns to encourage eligible lives who would benefit from our platform to enroll.
We are able to bill our clients once an eligible life enrolls in our platform and performs a billable activity, in accordance with our clients’ billing arrangements. Some of our clients are billed for the entirety of the members’ annual subscriptions, and some are billed in milestone-based payments, based on a subscription fee per member per year. We also offer an engagement-based pricing model in which clients are billed based on an annual upfront platform fee per member plus a fee per each completed session.
The majority of new clients enter into contracts with us in the second half of each calendar year, which aligns with the typical employee benefit enrollment period. We launch our platform for most of these clients in the first half of the following calendar year. We have seen varying levels of intra-year launches since our inception. While some clients choose to sign and launch within the same year, these are generally a much smaller percentage of our business. Due to these patterns and our annual subscription-based model, the timing of our revenue has generally been predictable. Our calculated billings, however, show seasonality with fluctuations based on the timing of new client launches and number of intra-year launches. Historically, our calculated billings are highest in the second quarter of the year, as this is when we are able to bill the majority of clients who entered into contracts in the preceding year. Consequently, our free cash flow is typically highest in the second or third quarter and is usually lowest in the first quarter due to increased new client onboarding expenses preceding cash inflows in the first quarter, and slowing billings associated with the holidays in the prior fourth quarter. We anticipate that this seasonality will continue, though may fluctuate year to year, and therefore focus on LTM calculated billings as a result. Given the annual subscription model and ratable revenue recognition, however, our quarterly revenue stream has historically been highly predictable and has not displayed the same seasonality trends.
25
Key Factors Affecting Our Performance
Our business model delivers value for our clients by lowering MSK care costs and driving positive member outcomes. We believe that our business performance and results of operations have been, and will continue to be, affected by many factors, including those below. While these key factors present significant opportunities, they also represent challenges that we must successfully address in order to sustain and grow our business and improve our results of operations.
Ability to Grow and Retain our Client Base and Contracted Lives
Adding new clients is one of the key pillars of our growth strategy. Our partners are a key part of this effort as they assist in the self-insured employer sales process with Hinge Health as their preferred partner. This partnership model allows for simplicity and speed in the contracting and implementation of new clients, including security and IT compliance, billing, and payments, and provides for efficiency in our sales motion as well. While these partnerships are important and enhance our operational efficiency, we can and do engage directly with clients. In addition to self-insured employers, which currently make up the majority of our business, we also serve the fully-insured employers market and the Medicare Advantage and federal insurance plans markets. Our growth and financial results will depend on our ability to efficiently expand access to or acquire more contracted lives in the market segments where we plan to focus our growth efforts, as well as retain our existing clients.
Retaining our existing clients is also integral to our success. Our software-led, AI-powered delivery model aims to provide a better experience for our members and a less expensive alternative for our clients. Once we contract with a client, we are typically the sole digital MSK care provider to their contracted lives for an average contract term of three years. Our 12-month client retention rate was 97% as of December 31, 2025.
Expansion of Members within Existing Clients
We also intend to grow by expanding the number of enrollments of eligible lives within our launched clients. The long-term value of our platform to our clients increases as our clients’ eligible lives increase adoption and usage of our platform. We focus on new product adoption, targeted interventions, brand awareness and marketing, and leverage our partnerships and referrals as methods of reaching more of our eligible lives.
Innovation and Client Product Adoption
We are committed to continuous innovation at Hinge Health. We believe the market for digital MSK care is still in its early stages and intend to continue investing for long-term growth. We enable positive member outcomes and proven cost reductions by pairing AI-powered motion tracking technology and wearable pain relief and have continually driven innovations in MSK care since 2014.
These innovations include TrueMotion, our proprietary AI-powered motion tracking technology, Enso, our FDA-cleared, wearable device for lasting pain relief, and HingeConnect, our proprietary AI-driven database for real-time care interventions and external provider coordination. We also launched specialized care for women’s pelvic health and a fall prevention program to help adults aged 65 and older improve their physical abilities. In 2025, we launched HingeSelect, our high performance in-person provider network for MSK care. All of our programs are available for use from a single application, with members having the ability to treat multiple indications at once.
Expansion of Client Base in New Markets
We see opportunities to expand beyond our current markets of self-insured and fully-insured employers, Medicare Advantage plans, and federal insurance plans. We currently primarily cover eligible lives within the United States and we are in the early stages of our global expansion. We offer our global program in multiple international countries, focused on clients that are United States-based multinational corporations. We are also looking to expand into additional government agencies and government healthcare programs such as Medicare and Medicaid.
26
Sales Cycle and Intra-Year Launches
Given our typical sales cycle, we experience seasonality in our business that has historically resulted in higher calculated billings and related costs during certain periods. A majority of clients enter contracts with us in the second half of each calendar year, in line with the typical employee benefit enrollment period. Most of these clients are launched in the first half of the following calendar year. We have seen varying levels of intra-year launches since our inception. While some clients choose to sign and launch within the same year, these clients represent a much smaller percentage of our clients. We believe that any improvements in the speed at which we can sign and launch new clients can increase our revenue in a given year. Through strategic partnerships with health plans, PBMs, TPAs, and other ecosystem entities, we have streamlined our implementation process to enable activation in a 40–100 day period compared to what we believe is a typically much longer implementation period in healthcare.
Successful Management of Changes to Macroeconomic Conditions
We believe our business is resilient even in difficult macroeconomic conditions given our focus on delivering positive outcomes for our members and ROI for our clients. In tougher economic periods, our business continued to see substantial growth as cost management became an even higher priority for clients. While we are monitoring the impact of evolving macroeconomic conditions, including tariffs and trade policy developments, on our business and our clients, we believe our value proposition as a cost-reducing healthcare solution remains strong. Our cost base is mostly variable, and we maintain strong operational focus with efficiency improvement targets for every function within the company.
Key Metrics
We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following metrics are useful in evaluating our business. We present members and LTM average eligible lives on an annual basis as these metrics may create an inaccurate picture of our business on a quarterly basis primarily due to timing of launches and member enrollments in a given period. We present clients and LTM calculated billings on a quarterly basis.
| March 31, | March 31, | |||||||||||
| 2026 | 2025 | |||||||||||
| Clients | 2,849 | 2,311 | ||||||||||
| LTM calculated billings (in thousands) | $ | 769,888 | $ | 506,979 | ||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Members | 782,890 | 532,326 | ||||||||||
| LTM average eligible lives (in thousands) | 20,105 | 15,747 | ||||||||||
Clients: We view this number as an important metric to assess the performance of our business as an increased number of clients drives growth, increases brand awareness, and helps provide scale to our business. Clients are defined as businesses or organizations, which we call entities, that have at least one active agreement with us at the end of a particular period. Entities that procure our platform through our partners are counted as individual clients. We do not count our partners as clients, unless they also separately have at least one active client agreement with us. When a partner has an agreement with us for their fully-insured population, that partner is deemed to be one client, despite there being multiple fully-insured employers within that entity that have access to our platform.
LTM Calculated Billings: We believe calculated billings on a last 12-months basis helps investors better understand our performance for a particular period given the seasonality in our model due to quarterly fluctuations based on the timing of new client launches and number of intra-year launches. We anticipate that this seasonality will continue and therefore focus on LTM calculated billings. Our revenue generally does not reflect this seasonality and these quarterly fluctuations given that we recognize revenue ratably over the term that members have access to our platform. LTM calculated billings are defined as total revenue, plus the change in deferred revenue, less the change in contract assets for a given 12-month period.
27
Members: Growth in the number of members is an indicator of penetration of our platform and programs within clients and expansion of our client base. This metric is a key driver of our calculated billings and provides an indication of our future revenue performance. We calculate the number of members at the end of a particular period based on the total number of eligible lives who have engaged with our platform in the last 12 months and whose engagements have been billed or are contractually eligible to be billed.
LTM Average Eligible Lives: This represents the population to whom we can market and offer our solutions. As eligible lives can fluctuate throughout the year given changes in our clients’ populations, we take the average of the clients who are live in the first quarter to those who are live at the end of the last quarter in a given 12-month period to best determine the number of lives we had access to convert into members. Our management uses LTM average eligible lives to model the business and measure the enrollment we are able to achieve within our client base.
Components of Results of Operations
Revenue
Revenue is the income generated from member subscription fees paid to access our technology platform to treat and prevent MSK pain. Revenue recognition begins once a billable activity is completed and is typically ratable over the 12-month member subscription period. Due to the timing of our sales cycle, revenue from new clients contracted in a given year is largely recognized in the following year.
Cost of Revenue
Cost of revenue consists of costs that are related to the delivery of our platform. These costs primarily include personnel-related costs, including employee salaries, stock-based compensation, and other related expenses for our care team, support operations personnel, and site reliability engineering personnel. Cost of revenue also includes inventory costs, which are amortized over the member’s subscription period, provisions for excess and obsolete inventory, and technology support costs, which include hosting and information technology costs and amortization of internal-use software. In order to support the growth of our business and serve our members and clients, we expect our cost of revenue to increase on an absolute dollar basis as our revenue increases, and we expect our cost of revenue to fluctuate on a quarterly basis and grow on an annual basis.
Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue and is affected by several factors, including the timing of the acquisition of new clients and launch of our programs, our introduction of new programs, and the extent to which we can increase the efficiency of our technology through ongoing improvements, cost reduction, and operational efficiency. We expect our gross profit to increase on an absolute dollar basis over time primarily due to an increase in revenue and we expect gross margin to fluctuate from quarter to quarter.
Research and Development
Research and development expenses consist primarily of personnel-related costs, including employee salaries, stock-based compensation, and other related expenses for our engineering and product teams that are responsible for enhancing our platform and developing new or enhanced programs. Research and development expenses also include costs for third-party services and contractors and software-related costs. We capitalize internal-use software development costs that qualify for capitalization and appropriately reduce research and development expenses. We expect research and development expenses will increase on an absolute dollar basis as we continue to enhance our platform and develop new and enhanced programs.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related costs, including employee salaries, stock-based compensation, and other related expenses, internal and third-party sales commissions, and marketing and promotional expenses. We amortize third-party sales commissions and amortize a portion of internal sales commissions over the respective benefit periods. We expect sales and marketing expenses will increase on an absolute dollar basis as we continue to grow our business and expand into new markets, and we expect sales and marketing expenses will fluctuate on a quarterly basis to align with our member enrollment trends.
28
General and Administrative
General and administrative expenses consist primarily of personnel-related costs, including employee salaries, stock-based compensation, and other related expenses for finance, legal, human resources, and other administrative related teams. General and administrative expenses also include third-party professional services for outside legal and accounting services, information technology and software related costs, and other corporate related expenses. We expect general and administrative expenses will increase as we continue to grow our business and incur compliance costs associated with being a publicly-traded company, including legal, audit, insurance, and consulting fees.
Other Income, Net
Other income, net consists primarily of interest income earned from our cash, cash equivalents, and marketable securities held in interest-bearing accounts.
Provision For (Benefit From) Income Taxes
Provision for (benefit from) income taxes consists primarily of income taxes in U.S. federal, state, and local jurisdictions and certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state net deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.
Results of Operations
The following tables set forth selected unaudited condensed consolidated statements of operations data and such data as a percentage of revenue for each of the periods indicated. The comparisons of our historical results are not necessarily indicative of the results that may be expected in the future, and the quarter-to-quarter comparisons are not necessarily indicative of the results to be expected for the full year or any other period.
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||
| Revenue | $ | 182,307 | $ | 123,825 | |||||||||||||||||
Cost of revenue (1) | 28,074 | 23,592 | |||||||||||||||||||
| Gross profit | 154,233 | 100,233 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||
Research and development (1) | 30,338 | 23,499 | |||||||||||||||||||
Sales and marketing (1) | 68,802 | 46,716 | |||||||||||||||||||
General and administrative (1) | 23,024 | 16,881 | |||||||||||||||||||
| Total operating expenses | 122,164 | 87,096 | |||||||||||||||||||
| Income from operations | 32,069 | 13,137 | |||||||||||||||||||
| Other income: | |||||||||||||||||||||
| Other income, net | 3,873 | 5,000 | |||||||||||||||||||
| Net income before income taxes | 35,942 | 18,137 | |||||||||||||||||||
| Provision for income taxes | 814 | 998 | |||||||||||||||||||
| Net income | $ | 35,128 | $ | 17,139 | |||||||||||||||||
29
(1)Includes stock-based compensation expense as follows:
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||
| Cost of revenue | $ | 837 | $ | — | |||||||||||||||||
| Research and development | 3,433 | — | |||||||||||||||||||
| Sales and marketing | 4,004 | — | |||||||||||||||||||
| General and administrative | 3,418 | 7 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 11,692 | $ | 7 | |||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (as percentage of revenue) | |||||||||||||||||||||
| Revenue | 100 | % | 100 | % | |||||||||||||||||
| Cost of revenue | 15 | % | 19 | % | |||||||||||||||||
| Gross profit | 85 | % | 81 | % | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||||
| Research and development | 17 | % | 19 | % | |||||||||||||||||
| Sales and marketing | 38 | % | 38 | % | |||||||||||||||||
| General and administrative | 13 | % | 13 | % | |||||||||||||||||
| Total operating expenses | 68 | % | 70 | % | |||||||||||||||||
| Income from operations | 17 | % | 11 | % | |||||||||||||||||
| Other income: | |||||||||||||||||||||
| Other income, net | 2 | % | 4 | % | |||||||||||||||||
| Net income before income taxes | 19 | % | 15 | % | |||||||||||||||||
| Provision for income taxes | — | % | 1 | % | |||||||||||||||||
| Net income | 19 | % | 14 | % | |||||||||||||||||
Note: Totals of percentage of revenue may not sum due to rounding.
Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Revenue | $ | 182,307 | $ | 123,825 | $ | 58,482 | 47 | % | |||||||||||||||||
Revenue for the three months ended March 31, 2026 increased by $58.5 million, or 47%, compared to the three months ended March 31, 2025. The increase was primarily due to revenue growth from existing clients. Due to the timing of our sales cycle, revenue from new clients contracted in a given year is largely recognized in the following year. As such, the majority of our revenue growth during the three months ended March 31, 2026 came from existing clients that were contracted in 2025 or prior. The increase within existing clients was the result of retaining members within, and adding more members to, our existing client base.
30
Cost of Revenue
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Cost of revenue | $ | 28,074 | $ | 23,592 | $ | 4,482 | 19 | % | |||||||||||||||||
Cost of revenue for the three months ended March 31, 2026 increased by $4.5 million, or 19%, compared to the three months ended March 31, 2025. The increase was due to an increase of $3.7 million in inventory costs, $1.0 million in hosting costs and $0.8 million in stock-based compensation expense, partially offset by a decrease of $1.4 million in personnel-related costs.
Gross Profit and Gross Margin
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Gross profit | $ | 154,233 | $ | 100,233 | $ | 54,000 | 54 | % | |||||||||||||||||
| Gross margin | 85 | % | 81 | % | |||||||||||||||||||||
Gross margin for the three months ended March 31, 2026 increased by four percentage points compared to the three months ended March 31, 2025. The increase was primarily due to an increase in efficiencies related to our care team and supply chain operations.
Operating Expenses
Research and Development
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Research and development | $ | 30,338 | $ | 23,499 | $ | 6,839 | 29 | % | |||||||||||||||||
Research and development expenses for the three months ended March 31, 2026 increased by $6.8 million, or 29%, compared to the three months ended March 31, 2025. The increase was primarily due to an increase of $3.4 million in stock-based compensation expense. In addition, there was an increase of $1.5 million in professional service costs, $1.0 million in information technology costs and $0.7 million in employer payroll tax expense related to stock-based compensation expense.
Sales and Marketing
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Sales and marketing | $ | 68,802 | $ | 46,716 | $ | 22,086 | 47 | % | |||||||||||||||||
Sales and marketing expenses for the three months ended March 31, 2026 increased by $22.1 million, or 47%, compared to the three months ended March 31, 2025. The increase was primarily due to an increase of $6.6 million in commissions, $6.2 million in marketing and promotion costs, and $4.0 million in stock-based compensation expense. In addition, there was an increase of $3.9 million in personnel-related costs, and $0.4 million in employer payroll tax expense related to stock-based compensation expense.
31
General and Administrative
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| General and administrative | $ | 23,024 | $ | 16,881 | $ | 6,143 | 36 | % | |||||||||||||||||
General and administrative expenses for the three months ended March 31, 2026 increased by $6.1 million, or 36%, compared to the three months ended March 31, 2025. The increase was primarily due to an increase of $3.4 million in stock-based compensation expense. In addition, there was an increase of $1.0 million in compliance related costs, $0.8 million in personnel-related costs, and $0.3 million in employer payroll tax expense related to stock-based compensation expense.
Other Income, Net
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Other income, net | $ | 3,873 | $ | 5,000 | $ | (1,127) | (23) | % | |||||||||||||||||
Other income, net for the three months ended March 31, 2026 decreased $1.1 million, compared to the three months ended March 31, 2025. The decrease was primarily due to lower cash, cash equivalents, and marketable securities balances held in interest-bearing accounts, which resulted in less interest income during the period.
Provision for Income Taxes
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||
| Provision for income taxes | $ | 814 | $ | 998 | $ | (184) | (18) | % | |||||||||||||||||
Provision for income taxes for the three months ended March 31, 2026, decreased by $0.2 million, or 18%, compared to the three months ended March 31, 2025. The decrease was primarily due to a lower estimated annual effective tax rate, reflecting a forecasted increase in tax deductions, including stock-based compensation, the full expensing of research and experimental expenditures as a result of the enactment of the One Big Beautiful Bill Act in July 2025, and the continued amortization of previously capitalized research expenditures, relative to forecasted pre-tax income. The provision for income taxes during the three months ended March 31, 2026 and 2025 includes federal, state, and foreign income tax components.
Non-GAAP Financial Measures
In addition to our results prepared in accordance with GAAP, we believe the following non-GAAP financial measures, including non-GAAP gross profit and gross margin, non-GAAP income from operations and operating margin, and free cash flow and free cash flow margin included in this Quarterly Report, provide users of our financial information with additional useful information in evaluating our performance and liquidity and allows them to more readily compare our results across periods without the effect of non-cash and other items as detailed below. Additionally, our management and board of directors use our non-GAAP financial measures to evaluate our performance and liquidity, identify trends and make strategic decisions.
There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, gross margin, income from operations, net cash provided by (used in) operating activities or any other measure of financial performance calculated and presented in accordance with GAAP.
32
Non-GAAP Gross Profit and Gross Margin
We define non-GAAP gross profit as gross profit presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, and amortization of intangible assets. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.
The principal limitation of non-GAAP gross profit and non-GAAP gross margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
The following table provides a reconciliation of non-GAAP gross profit and non-GAAP gross margin to gross profit and gross margin, which are the most directly comparable financial measures presented in accordance with GAAP:
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||
| GAAP gross profit | $ | 154,233 | $ | 100,233 | |||||||||||||||||
| GAAP gross margin | 85 | % | 81 | % | |||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||
Stock-based compensation expense (1) | 837 | — | |||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 105 | — | |||||||||||||||||||
| Amortization of intangible assets | 225 | 181 | |||||||||||||||||||
| Non-GAAP gross profit | $ | 155,400 | $ | 100,414 | |||||||||||||||||
| Non-GAAP gross margin | 85 | % | 81 | % | |||||||||||||||||
(1)For further stock-based compensation expense details, see the section titled “Non-GAAP Income From Operations and Operating Margin” below.
Non-GAAP Income From Operations and Operating Margin
We define non-GAAP income from operations as income from operations presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses. We define non-GAAP operating margin as non-GAAP income from operations divided by revenue.
The principal limitation of non-GAAP income from operations and non-GAAP operating margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
33
The following table provides a reconciliation of non-GAAP income from operations and operating margin to income from operations and operating margin, the most directly comparable financial measures presented in accordance with GAAP:
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||
| GAAP income from operations | $ | 32,069 | $ | 13,137 | |||||||||||||||||
| GAAP operating margin | 18 | % | 11 | % | |||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||
Stock-based compensation expense (1) | 11,692 | 7 | |||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 1,484 | — | |||||||||||||||||||
| Amortization of intangible assets | 225 | 181 | |||||||||||||||||||
| Acquisition-related expenses | 694 | 1,631 | |||||||||||||||||||
| Non-GAAP income from operations | $ | 46,164 | $ | 14,956 | |||||||||||||||||
| Non-GAAP operating margin | 25 | % | 12 | % | |||||||||||||||||
(1)Stock-based compensation expense:
| Three Months Ended March 31, | |||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||
| Cost of revenue | $ | 837 | $ | — | |||||||||||||||||
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-06-12 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-06-11 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-06-10 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-06-05 | Mecklenburg Gabriel M.I. | Director | Sell | -50,000 ×2 | $65.54 | -$3,276,843 |
| 2026-06-02 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-06-01 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-06-01 | Mecklenburg Gabriel M.I. | Director | Sell | -83,334 ×7 | $60.22 | -$5,018,133 |
| 2026-05-26 | Pursley James | President | Sell | -16,000 ×3 | $53.79 | -$860,606 |
| 2026-05-26 | Budge James | Chief Financial Officer | Sell | -5,907 ×3 | $53.79 | -$317,757 |
| 2026-05-26 | Mecklenburg Gabriel M.I. | Director | Sell | -83,333 ×3 | $53.79 | -$4,482,885 |
| 2026-05-20 | Budge James | Chief Financial Officer | Sell | -781 | $55.34 | -$43,221 |
| 2026-05-11 | Budge James | Chief Financial Officer | Sell | -5,906 ×2 | $54.82 | -$323,759 |
| 2026-05-08 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-05-07 | Robinson Elliott indirect | Director | Sell | 0 | $0.00 | $0 |
| 2026-05-06 | Mecklenburg Gabriel M.I. | Director | Sell | -50,000 | $55.01 | -$2,750,435 |
| 2026-05-07 | Perez Daniel Antonio indirect | CEO & Co-Founder | Sell | -45,456 | $55.05 | -$2,502,366 |
| 2026-05-06 | Perez Daniel Antonio indirect | CEO & Co-Founder | Sell | -104,544 | $55.09 | -$5,759,162 |
| 2026-04-21 | Mecklenburg Gabriel M.I. | Director | Sell | -33,333 | $45.05 | -$1,501,528 |
| 2026-04-01 | Mecklenburg Gabriel M.I. | Director | Sell | -50,000 ×2 | $38.46 | -$1,922,780 |
| 2026-03-23 | Pursley James | President | Sell | -15,000 ×3 | $42.26 | -$633,927 |
| 2026-03-23 | Budge James | Chief Financial Officer | Sell | -11,006 ×3 | $42.26 | -$465,139 |
Source: SEC Form 4 filings.
Recent SEC filings
- 2026-05-07 10-Q Quarterly Report
- 2026-05-05 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-03-17 8-K Officer/Director Change
- 2026-03-03 10-K Annual Report
- 2026-02-10 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-12 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2025-11-07 10-Q Quarterly Report
- 2025-11-04 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-08-13 8-K Other Events
- 2025-08-11 10-Q Quarterly Report
- 2025-08-05 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-05-23 8-K Bylaws/Articles Amended; Other Events; Financial Statements and Exhibits
- 2025-05-16 S-1/A Registration Statement (Amended)
- 2025-05-13 S-1/A Registration Statement (Amended)
- 2025-05-05 S-1/A Registration Statement (Amended)