Code of Conduct and Ethics

Introduction

Since our inception in 2014, we have earned respect from our customers and peers for our abilities to develop and deliver cutting edge technologies to the marketplace in an honest and ethical manner that clearly prioritizes the needs and rights of our members, healthcare professionals, and our employees. In delivering that care, we strive towards improving health equity, both by increasing equitable access to care and equitable outcomes across various member groups. We have adopted this Code of Conduct and Ethics (this “Code”), which represents our commitment to the highest standards of honesty and integrity in the way we conduct our business, as an integral component of our compliance program.

Compliance Program

Virta's compliance program provides a framework which helps ensure that Virta conducts business in an honest and ethical manner in accordance with state and federal rules and regulations. The program also establishes a process to detect, correct and prevent errors that result in violations of laws and regulations governing healthcare policies, including disclosures of member information. Ongoing training, education, and monitoring are performed to assess compliance with laws and regulations.

Statement on Retaliation

Virta is committed to supporting the ethical actions of our employees and partners and we do not allow any form of retaliation (whether by a manager, co-worker, or otherwise) against an individual because he or she raised a good faith question or report about a potential violation of this Code. Our non-retaliation statement also extends to everyone who fully cooperates in an investigation into a potential violation. and applies to all violations, including securities violations, fraud, or violations of SEC rules in accordance with the Sarbanes-Oxley Act. These protections include:

• Confidential and anonymous reporting options
• Anti-retaliation measures with disciplinary consequences for violators
• Right to file complaints with federal agencies
• Legal protection for good faith reporting of suspected violations

Anonymous Follow-Up: The existing hotline system includes provisions for completely anonymous reporting with secure follow-up capabilities to ensure thorough investigation while protecting reporter identity.

Code Purpose, Scope, and Limitations

This Code is a framework for Virta’s expectations with respect to the conduct of its employees, vendors, contractors, and consultants. It provides guidance covering a wide range of activities but cannot be expected to fully address every possible scenario.   Virta expects its employees and partners to follow the letter and spirit of the principles and procedures described in this Code and in the other policies and procedures that comprise our compliance program. This means you are expected to:

• Understand the areas covered by the Code, Virta policies and procedures, and applicable laws that apply to your role 
• Conduct yourself in ways that are consistent with the Code, Virta policies and procedures, and applicable laws
• Report concerns or suspected violations of the Code, Virta policies and procedures, or applicable laws
• When requested, certify that you have reviewed, understand, and agree to follow the Code.

Reporting Concerns

Questions, concerns, and potential violations can be reported in any of the following ways:

• Your manager or supervisor is available to answer questions and is generally familiar with the guidelines that apply to you in your role
• The Legal and Compliance team can be reached at legal@virtahealth.com and can explain and interpret the Code requirements and can offer advice and guidance about how to conduct business on behalf of Virta, how to interact with healthcare professionals, and on the privacy and protection of personal information of stakeholders

Concerns can be reported through Virta’s Hotline, a secure channel for anyone (including employees, business partners, members, and customers) to report potential violations of the Code, Virta policies, or applicable laws and regulations. To report via the Hotline at any time, call 1-833-208-0935, access the web-based version at https://virtahealth.ethicspoint.com, or access the mobile version at https://virtahealthmobile.ethicspoint.com/.

Investigations

When you report an existing or potential violation, Virta’s Compliance Team will initiate an investigation, collect information, analyze the findings and determine appropriate steps to address or resolve any issues that have been identified. All reports made by employees or vendors will be treated in strict confidence, and will only be disclosed to the extent necessary or advisable to conduct the investigation and take any remedial action, or as otherwise required by applicable law. All Virta representatives are also expected to cooperate in the Company’s investigation into reported conduct.

Manager Responsibility

Employees at all levels who manage or supervise others have an important responsibility to lead by example and foster a culture of integrity. Managers are responsible for helping your teams understand the requirements of this Code, and the other Virta policies and procedures, and how they should be put into practice. Most importantly, managers must ensure that employees understand business performance is never more important than ethical business conduct.

Interactions with Healthcare Professionals (HCPs)

Virta employees must follow the below fundamental principles when directly or indirectly engaging with HCPs:

• Virta does not offer or promise payments, gifts, gratuities, or any other form of improper inducement to gain business. 
• Virta does not consider the value or volume of referrals that a HCP may refer to Virta when deciding whether or not to pursue a particular course of action with a HCP. 
• Virta’s interactions with HCPs should facilitate the exchange of information that will benefit member care. Accordingly, employees are generally not to provide entertainment or recreational activities to non-employee HCPs, even when the entertainment is secondary to an educational purpose.
• Virta will only enter into contracts with HCPs where we have a genuine need for the services to be provided, the HCP has the expertise to provide the services, and we have a written agreement that has been approved by the Legal team.

Please see Virta’s ‘Potential Referral Source Gifts and Business Courtesies Policy’ for more information.

Anti-Bribery / Anti-Corruption

Virta is dedicated to ensuring transparent and ethical business practices. Virta representatives must never directly or indirectly offer payments (or anything else of value such as gifts) to a government official or any other person to make that individual or the entity they represent act in a manner that will give Virta a business advantage. Payment of excessive travel and entertainment expenses on behalf of a government official or other person is prohibited, since these payments can be considered bribes. Accurate books and records must be kept; falsifying records to conceal a bribe is not allowed and can be a criminal offense.

Antitrust and Fair Competition

Virta is committed to the ideals of free, open and competitive enterprise. We endeavor to succeed in the marketplace through superior effort, innovation and performance, not by unethical or deceptive practices. To avoid even the appearance of engaging in unfair methods of competition, Virta employees must follow these basic principles:

• Virta does not communicate with any competitors regarding pricing for products or services, territorial markets, production capacities or plans, distribution or selling strategies, pending research, bidding practices, credit terms, costs, existing and prospective customers, or similar non-public information.
• Virta refrains from improper contact with competitors’ representatives.
• If a competitor’s representative makes any suggestions or raises any topics that you believe may be improper or otherwise violate fair competition laws, please contact the Legal team.
• Virta does not make or provide false, misleading or incomplete statements or materials about any of our competitors or their products or services. 
• Virta does not use any illegal or unethical means to gather information about other companies.

When working with consultants, vendors, and other parties, it is important that they understand and follow this policy regarding competitive intelligence—we do not want any party to disclose confidential or otherwise non-public information.

Advertising and Promotion

Virta is committed to representing our services in a fair and honest manner. All promotional materials (e.g., advertising, labeling and literature) and public statements must be truthful and non-misleading. Additionally, our marketing practices must not have the potential for discouraging enrollment of individuals with significant health needs. 

We require that all of our promotional materials are generated, reviewed and approved in accordance with our promotional materials review policies and procedures. Virta  representatives are generally prohibited from developing or using their own promotional materials, or from modifying any promotional materials that have been approved pursuant to our promotional materials review processes.

No representative should ever misstate facts or create misleading impressions, including by omission of information necessary to make a statement fair and balanced. This applies to our products and services as well as the products and services of our competitors. All express or implied claims, comparisons and/or testimonials must be true, accurate and complete, and, where appropriate, supported by clinical materials.

Conflicts of Interest

Employees should refrain from entering into activities where a potential conflict of interest exists without Virta’s prior consent. Virta employees and contractors have an obligation to disclose all potential conflicts of interest to Virta’s Legal Team to determine whether the potential conflict of interest is acceptable. Some examples of conflicts of interest that must be disclosed include when you or someone in your immediate family:

• Owns or has ownership interest in a company that performs services for a customer, supplier, business partner, or competitor of Virta; or
• Has a financial or intimate relationship with an employee of a customer or supplier of Virta; or
• Hires a family member or causes a family member to be hired by Virta.

Securities Law Compliance and Insider Trading

In the event of becoming a publicly traded company, Virta is committed to full compliance with federal securities laws. All employees, directors, officers, and contractors must comply with insider trading laws and regulations.

Material Non-Public Information: No employee may trade in Virta securities or the securities of other companies while in possession of material non-public information. Material non-public information is any information that a reasonable investor would consider important in making an investment decision and that has not been publicly disclosed by the company.

Examples of material non-public information include:

• Financial results or forecasts that differ significantly from public guidance or expectations
• Strategic transactions such as acquisitions, divestitures, or major partnerships that are not yet announced
• Regulatory approvals or clinical trial results that could materially impact business prospects
• Major customer contracts representing significant revenue changes
• IPO timing, pricing, or material deal terms during the registration process
• Material changes in business strategy not yet communicated publicly

Important Note: Routine business information, preliminary discussions, or information already known in the marketplace may not constitute material non-public information. When in doubt, contact the Legal Department before trading or sharing information externally.

Trading Restrictions

Officers, directors, and employees with regular access to material non-public information must pre-clear any trades in Virta securities with the Legal Department.

All employees may be subject to trading blackout periods established around earnings releases, material announcements, and other significant events. During blackout periods, impacted employees may not trade in Virta securities without express written approval from the Legal Department.

All employees are prohibited from:

• Engaging in short sales of Virta securities
• Purchasing or selling options, puts, calls, or other derivative securities based on Virta stock without prior approval from the board and subject to relevant SEC regulations
• Hedging or pledging Virta securities
• "Tipping" others with material non-public information

Disclosure Obligations: Employees must immediately report any inadvertent disclosure of material non-public information to the Legal Department. All external communications regarding Virta's business, financial performance, or strategic direction must be coordinated through authorized spokespersons designated by senior management.

Company Assets

Employees are responsible for protecting Virta’s assets and ensuring their efficient use. Virta assets include confidential information, software, computers, office equipment, manufacturing equipment and supplies. All Virta assets should be used for legitimate business purposes only.

Contract Management

Contracts and other agreements entered into by the Company can create legally binding obligations that expose Virta to certain business and legal risks and obligations. To protect against that exposure, all employees intending to enter into contracts with third parties must follow the procedures established under policies such as the Company’s Vendor Management Policy, which establish procedures regarding the responsibility and authority to execute contracts on behalf of the Company, including, without limitation, the submission of all contracts and other agreements to the Legal Department for review.

Artificial Intelligence (AI)

VIRTA is committed to the responsible use of Artificial Intelligence (AI), upholding the highest ethical standards in all our technological engagements. We prioritize privacy, fairness, and transparency when implementing AI technologies. Our AI systems are designed to safeguard data privacy, mitigate biases, and ensure the delivery of safe and equitable care. We emphasize the importance of preventing risks through proactive safety measures and maintaining human oversight in AI-driven processes. VIRTA requires all AI-related decisions to be transparent and holds designated parties accountable for the outcomes of these technologies. All employees must adhere to VIRTA’s AI governance policy and engage in continuous training to remain abreast of ethical AI practices. This commitment supports our dual aim of advancing our business objectives while positively contributing to society.

Financial Records and Reporting

Accurate and reliable records are crucial to our business and regulatory compliance. Virta requires honest and accurate recording and reporting of information. in accordance with US Generally Accepted Accounting Principles (GAAP) and applicable securities laws.  

Internal Controls: Virta is required to maintain an appropriate control environment, which is the set of standards, processes, and structures that provide the foundation for an organization’s internal control system, establishing the “tone at the top” regarding ethics, integrity, and the importance of internal controls. All employees must maintain and comply with internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements. Any deficiencies in internal controls must be immediately reported to the Legal Department and Chief Financial Officer.

Management Certifications: Senior management must be able to certify the accuracy and completeness of financial reports and the effectiveness of the control environment, including internal controls and procedures, in accordance with applicable securities laws.

Disclosure Controls: All employees involved in the preparation of public disclosures, including employees who provide inputs for disclosures, must ensure information is recorded, processed, summarized, and reported within required time periods and that material information is communicated to management responsible for disclosure decisions.

As such, we require that all employees:

• Ensure all business transactions are properly authorized and recorded on our books completely, accurately, and timely
• Maintain confidentiality of non-public information
• Report any misapplication of funds immediately
• Comply with all accounting and financial reporting laws
• Cooperate fully with internal and external auditors
• Report any concerns about accounting, internal controls, or auditing matters through appropriate channels

Billing

All employees who are involved in the billing and/or collection functions are expected to understand and comply with all billing- related laws, rules and regulations and our relevant policies and procedures, including, but not limited to, the following:

• Only bill for products or services actually provided or rendered, for which the recipient is qualified and which are fully documented
• Use only those billing and reimbursement codes (e.g., CPT codes) that accurately describe the product or services provided
• Maintain complete and accurate billing records
• Bill in full compliance with all federal, state and local laws, regulations, third- party payor requirements and our policies and procedures
• Never submit a claim to any customer, member, or third party payor that is false, fraudulent, inaccurate, duplicative or fictitious

Confidential Information

Employees must maintain the confidentiality of confidential information entrusted to them by Virta or its customers, licensees, collaborators or other affiliates unless disclosure is authorized and approved in advance by our Legal Department.

Some examples of confidential information include, but are not limited to: (1) Intellectual property, such as patents, trade secrets, know-how, copyrights and trademarks; (2) Financial information, including budgets and budget forecasts, results of operation, incentive targets and similar information; (3) Proprietary product configurations and software; (4) Research and development efforts, including information and materials related to new product development; (5) Customer lists and agreements, market share data and product pricing; and, (6) Any information regarding potential acquisitions, partnerships, collaborations, joint ventures and other strategic transactions.

Virta representatives must also exercise caution in communicating or transmitting our confidential information, especially electronically, due to the security and access concerns with email communications. Our sensitive information should only be discussed with those representatives who need to know the information to perform their functions for Virta. Company documents should be managed and maintained consistent with applicable document management policies. Our employees’ obligations to preserve confidentiality continue even after their employment with us terminates.

Personal Information

Virta is committed to protecting the confidential personal information of our employees, health care professionals, and our members. Virta complies with all federal and state data protection and privacy laws including, but not limited to, the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act.

We require that our representatives refrain from disclosing or receiving “protected health information” (“PHI”) as defined under HIPAA and confidential personal information except when authorized in connection with the conduct of Virta business. If you receive or otherwise have access to confidential member data, or other protected categories of personal information, then we expect you to fully comply with our policies and procedures governing receipt and disposition of such information, as well as all applicable law. Failure to do so could result in material harm to the person to whom such confidential personal information pertains and could subject us to significant liability.

Diversity, Equity, and Inclusion

Virta expects its employees to act respectfully and ethically towards other Virta employees. Our objective at Virta is to maintain a positive, safe, and rewarding work environment. Virta is committed to fostering an inclusive environment where every individual is valued, respected, and given equal opportunities to succeed. Our diversity enriches our workplace and drives innovation. We encourage participation in DEI initiatives and encourage all employees to contribute to a culture where differences are recognized, respected, and leveraged to strengthen our organization. Discrimination, harassment, or bias of any kind will not be tolerated, and we are committed to combating unconscious biases.

For additional information, please refer to the Employee Handbook, which details the various Company policies with respect to the Company’s expectation of its employees. Employees are expected to review, understand, and abide by the policies contained in the Employee Handbook.

Workplace Conduct

Virta expects its employees to act equally respectfully and ethically towards other Virta employees. Our objective at Virta is to maintain a positive, safe, and rewarding work environment. We are committed to fostering a work environment that offers equal opportunities and where all employees can be involved, valued and respected. We do not tolerate (and do not tolerate our representatives engaging in) discrimination, unlawful harassment, hate-related behavior, threats of workplace violence or other conduct or actions that have a direct or indirect discriminatory or other harmful effect. For additional information, please refer to the Employee Handbook, which details the various Company policies with respect to the Company’s expectation of its employees. Employees are expected to review, understand, and abide by the policies contained in the Employee Handbook.

Interacting with Government Programs

Virta may contract with the United States government and state and local governments to provide services to their beneficiaries. Doing business with the government means special laws and regulations must be followed. Virta and its employees will comply with prohibitions on fraud, intentionally submitting false information in order to get a benefit, waste and abuse, and requesting payment for items and services when there is no legal entitlement to payment. This may also include various sanctions screening and employee and vendor completion of certain job or contract specific training and education.

Interacting with the Public / Media

Unless authorized by Virta, do not give the impression that you are speaking on behalf of the Company in any communications that may become public. This includes in electronic posts such as those made on online forums, social media sites, blogs, or chat rooms, as well as through any non-electronic means such as written letters to the editor or in-person media interviews.

Unless authorized by Virta’s Marketing Department, no employee should comment on or respond to external requests for information on rumors, even if the inquirer assures the employee it is “off the record.” Any inappropriate or inaccurate response, even a denial or disclaimer of information, may result in adverse publicity and could seriously affect our market and legal position. All media requests should be directed to the Marketing Department.

Social Media and Digital Conduct

While social media can be an effective way to share and connect, employees must use these platforms responsibly. When engaging on social media — whether for personal or professional purposes — employees are expected to act in a manner that reflects Virta’s values. Employees must not disclose confidential company information or make statements that could harm Virta’s reputation. All digital communications should reflect professionalism, integrity, and respect, and employees should avoid conflicts of interest or engaging in harmful discourse online.

Annual Acknowledgement

To ensure knowledge of, and compliance with, this Code of Conduct and Ethics, Virta requires that all employees review the Code of Business Conduct and Ethics and acknowledge their understanding and adherence on an annual basis.

Violations of the Code of Conduct

Virta treats violations of the Code seriously. Employees are expected to know, understand, and follow the Code. Violations of the Code are subject to discipline, up to and including termination of employment.