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Investor Relations

Shareholder Update  ·  January 5, 2026

2025 Year-End Shareholder Letter

& 2026 Outlook

Dear Shareholders,

As we close 2025, Health Karma enters 2026 as a leaner, more focused company with a differentiated solution operating at the intersection of behavioral health, workplace safety, and workers' compensation cost reduction. The groundwork laid over the past year positions the Company for scalable, recurring growth and enhanced shareholder value.

2025 Year-End Recap: A Transformation Year

2025 was a defining year for Health Karma. We intentionally transitioned away from the crowded telemedicine marketplace and repositioned the Company around a high-value, enterprise-focused model that delivers measurable outcomes.

Key accomplishments include:

  • Leveraged unique 24/7/365 clinical capability, supported by a national network of more than 2,000 master's-level clinicians, enabling immediate mental health access and navigation to higher levels of care when necessary.
  • Successfully repositioned Health Karma as the only integrated behavioral health and Registered Nurse triage platform designed to prevent workplace incidents and reduce workers' compensation claims — a $100+ billion annual market with no direct competitors offering this integrated solution.
  • Demonstrated the ability to reduce workers' compensation claims and associated costs by approximately 40%+, creating tangible ROI for employers, municipalities, and partners.
  • Established frontline manager intervention capability enabling proactive identification and support of at-risk employees before incidents occur, shifting organizations from reactive crisis response to preventive risk mitigation that traditional behavioral health solutions cannot deliver.
  • Reduced operating expenses by approximately $3.5 million across 2024–2025, aligning the Company with a clear path toward sustainable profitability.
  • Contracted with strategic reseller partnerships to create a zero Consumer-Acquisition-Cost distribution model, which enables exponential scaling by leveraging partners' existing sales infrastructure, marketing investments, and customer relationships.

Strategic Market Position

Health Karma is uniquely positioned to address two of the most significant cost drivers in the U.S. economy:

$100B+
Annual market — Mental & Behavioral Health
Workers' Comp
Workplace injury prevention & cost reduction

Through reseller and partner channels, the Company has established access to millions of individuals across six high-value, defensible verticals:

  • EducationCollege and university students, faculty, and staff, where mental health support is essential to academic success and retention.
  • First RespondersPolice, fire, EMS, and Correctional Officers facing elevated trauma, PTSD, and suicide risk.
  • Workers' CompIntegrated behavioral health and RN triage reducing claim frequency, severity, duration, and cost.
  • HealthcareHospitals, home health agencies, hospice and visiting nurse organizations addressing clinician burnout, injury prevention, and suicides.
  • MunicipalitiesLocal governments seeking unified solutions to lower workers' compensation exposure while supporting employee well-being.
  • Special PopulationsNative American communities, veterans, and justice-impacted parolees requiring scalable early-intervention well-being solutions.

Recurring Revenue Model

Health Karma operates on a per-member-per-month subscription model ranging from $1.50 to $7.00 per member per month, paid for by the employer or organization, creating predictable, recurring revenue and high customer retention. Our solutions are embedded within client organizations rather than used transactionally, resulting in long-term "stickiness" and expanding lifetime customer value, with contracts of a minimum one-year length.

Combined with reseller-led distribution, this model positions the Company for scalable growth without proportional increases in operating costs.

$1.50 – $7.00 PMPM Employer-Paid Min. 1-Year Contracts Zero CAC Distribution High Retention

2026 Priorities, SEC Compliance & Capital Structure

As we enter 2026, management's focus is on three primary objectives:

01

Achieving operational cashflow positivity

02

Completing full SEC filing compliance

03

Rapidly scaling revenue and memberships through activated reseller channels

Completion of SEC compliance is a critical milestone. Once achieved, it is expected to:

  • Allow the Company, which is already listed, to resume active trading.
  • Provide increased transparency and credibility with institutional partners, prospects, and the investment community.
  • Address and clarify the Company's capital structure, including the number of outstanding shares, to ensure a sustainable cap table for shareholders and future investors.

To support the execution of these priorities, Health Karma has engaged Grace Century Angels to structure strategic bridge financing. This funding allows Health Karma to:

  • Accelerate channel activation
  • Support targeted sales expansion
  • Provide sufficient runway through the final push toward profitability

The Company is targeting the closure of this strategic funding in Q1 2026.

2026 Outlook & Shareholder Opportunity

Health Karma's 1st Moment™ solutions address a multi-billion-dollar total addressable market across workers' compensation, mental health, and adjacent enterprise sectors.

With a unique, integrated clinical platform in place, Health Karma's inflection point arrives in 2026. Our defensible market position as the only integrated behavioral health and RN triage platform, combined with:

  • Proven 40%+ claims reduction
  • 24/7/365 clinical capability
  • Zero Consumer-Acquisition-Cost reseller distribution
  • A recurring revenue model

…drives accelerated revenue growth, an expanding membership base, and a positive cash flow trajectory. Full SEC compliance will allow the firm to freely trade once again. The strengthened and restructured cap table will, we believe, be beneficial to each and every shareholder and allow Health Karma to progress to the next level by interacting with all market participants like institutions. This is what Grace Century will review with all of you in the coming weeks.

We thank our shareholders for their continued support and confidence as we convert the foundation built in 2025 into sustainable growth and long-term value creation.

Respectfully,

Management Team

Health Karma Inc.