Form 8-K

8-K — Talkspace, Inc.

Accession: 0000950157-26-000907

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001803901

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 — THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (ex3-1.htm)

EX-3.2 — AMENDED AND RESTATED BYLAWS (ex3-2.htm)

EX-99.1 — JOINT PRESS RELEASE, DATED AUGUST 17, 2026 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-08-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 17, 2026

Talkspace, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39314

84-4636604

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

622 Third Avenue

New York, New York 10017

(Address of principal executive offices) (Zip

Code)

(212) 284-7206

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

TALK

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act.

Introductory Note.

On August 17, 2026 (the “Closing Date”),

Talkspace, Inc., a Delaware corporation (the “Company”), completed the previously announced merger of UHS Merger Subsidiary,

Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Universal Health Services, Inc.,

a Delaware corporation (“Parent”), with and into the Company (the “Merger”), with the Company continuing

as the surviving corporation and an indirect wholly owned subsidiary of Parent. The Merger was effected pursuant to the Agreement and

Plan of Merger, dated as of March 9, 2026 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company,

as previously disclosed by the Company on March 9, 2026 in a Current Report on Form 8-K filed with the Securities and Exchange Commission

(“SEC”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

Merger Agreement

On the Closing Date, pursuant to and in accordance

with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned

subsidiary of Parent.

At the effective time of the Merger (the “Effective

Time”), each outstanding share of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”)

(other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement and shares with respect to which appraisal

rights were properly exercised and not withdrawn under Delaware law), was automatically converted into the right to receive $5.25 in cash,

without interest (the “Merger Consideration”).

In addition, as of

the Effective Time, each stock option granted under the Company’s equity incentive plans (a

“Company Stock Option”) that was vested as of the Effective Time (each, a “Vested Company Stock Option”)

was cancelled, with the holder becoming entitled to receive, with respect to each share underlying such Company Stock Option, an amount

in cash equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Vested Company Stock

Option. Each restricted stock unit granted under the Company’s equity incentive plans (“Company RSU”) that was

vested, but not yet settled, as of the Effective Time was cancelled, with the holder thereof becoming entitled to receive, with respect

to each share subject to each Company RSU, an amount equal to the Merger Consideration.

Each Company Stock

Option and Company RSU that was unvested as of the Effective Time was converted into an equivalent

equity award in respect of Class B Common Stock, par value $0.01 per share, of Parent (“Parent Class B Shares”), subject

to the same terms and conditions as applied prior to the Effective Time. The number of Parent Class B Shares subject to each converted

equity award was equal to the number of shares of Company Common Stock subject to such award immediately prior to the Effective Time multiplied

by the Exchange Ratio (and the per share exercise price of each converted Company Stock Option is equal to the exercise price of such

Company Stock Option divided by the Exchange Ratio). The “Exchange Ratio” was determined by dividing (i) the closing price

of Company Common Stock on the last day on which Company Common Stock was traded immediately prior to the date of the Effective Time by

(ii) the closing price of a Parent Class B Share on the last day on which Company Common Stock was traded immediately prior to the date

of the Effective Time.

The foregoing descriptions of the Merger Agreement

contained in this Item 2.01 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the

Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with

the SEC on March 9, 2026, and is incorporated herein by reference.

The information in the Introductory Note of this

Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger,

on August 17, 2026, the Company notified the Nasdaq Global Select Market (together with the Nasdaq Stock Market LLC, “NASDAQ”)

the Merger had occurred and requested that NASDAQ (a) suspend trading of the Company Common Stock and (b) file with the SEC an application

on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”). The delisting of the Company Common Stock from NASDAQ will be effective 10 days after the filing of

the Form 25. Following the effectiveness of such Form 25, the Company intends to file with the SEC a certification and notice of termination

of registration on Form 15 requesting the termination of registration of all shares of Company Common Stock under Section 12(g) of the

Exchange Act and the suspension of Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect

to all shares of Company Common Stock. Trading of the Company Common Stock on NASDAQ was halted prior to the opening of trading on the

Closing Date.

The information set forth in the Introductory Note

and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

As a result of the Merger, each share of Company

Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current

Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective

Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right

to receive the Merger Consideration.

The information set forth in the Introductory Note,

Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger,

a change of control of the Company occurred on the Closing Date and the Company became an indirect wholly owned subsidiary of Parent.

The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the

Merger Agreement was approximately $870.6 million. The funds used by Parent to consummate the Merger and complete the related transactions

came from borrowings under the Parent’s credit facilities.

The information set forth in the Introductory Note,

Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item

5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in the Introductory Note

and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Director Changes

Effective upon the consummation of the Merger,

each of Douglas Braunstein, Jon R. Cohen, Swati Abbott, Liat Ben-Zur, Michael Hansen, Madhu Pawar, Erez Shachar, Curtis Warfield and Jacqueline

Yeaney resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board

on which they served and ceased to be directors of the Company. At the Effective Time, by virtue of the Merger, Matthew Klein, Steve Filton

and Tom Day, the directors of the Merger Sub immediately prior to the Effective Time, became the directors of the Company.

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

At the Effective Time and by virtue of the Merger,

the certificate of incorporation of the Company was amended and restated in the form set forth as Exhibit A to the Merger Agreement (the

“Charter”). At the Effective Time and by virtue of the Merger, the bylaws of the Company were amended and restated

(the “Bylaws”). The Bylaws are substantially similar to the bylaws of Merger Sub as

in effect immediately prior to the Effective Time, except that the Bylaws provide for substantially similar indemnification protections

as the Company’s bylaws prior to the Effective Time and references to Merger Sub’s name were replaced with references to the

Company’s name.

Copies of the Charter and Bylaws are filed as

Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated by reference in this Item 5.03.

The information set forth in the Introductory Note

and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Item 8.01. Other Events

On August 17, 2026, Parent and the Company issued

a joint press release announcing the consummation of the Merger. A copy of the joint press release is attached hereto as Exhibit 99.1

and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Description

2.1*

Agreement and Plan of Merger, dated March 9, 2026, by and among Universal Health Services, Inc., UHS Merger Subsidiary, Inc. and Talkspace, Inc. incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Talkspace, Inc. on March 9, 2026

3.1

Third Amended and Restated Certificate of Incorporation of Talkspace, Inc., dated August 17, 2026

3.2

Amended and Restated Bylaws of Talkspace, Inc., dated August 17, 2026

99.1

Joint Press Release, dated August 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Talkspace, Inc.

Date: August 17, 2026

By:

/s/ Ian Harris

Name: Ian Harris

Title: Chief Financial Officer

EX-3.1 — THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

THIRD

AMENDED AND RESTATED

CERTIFICATE

OF INCORPORATION OF

TALKSPACE,

INC.

* * * *

ARTICLE

NAME

The name of the corporation

is Talkspace, Inc. (the “Corporation”).

ARTICLE

REGISTERED

OFFICE AND AGENT

The address of

the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE

III

PURPOSE

The purpose of

the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of

the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.

ARTICLE

AUTHORIZED CAPITAL

The total number

of shares of capital stock which the Corporation is authorized to issue is 1,000. All shares shall be common stock (no par value) and

are to be of one class.

ARTICLE

BOARD OF DIRECTORS

The business and

affairs of the Corporation shall be managed by or under the direction of the board of directors of the Corporation (the “Board

of Directors”).

ARTICLE VI

LIMITATION OF DIRECTOR LIABILITY

No director of

the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary

duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same

exists or hereafter may be amended. Any amendment, repeal or modification of this Article VI, or the adoption of any provision of this

Third Amended and Restated Certificate of Incorporation (“Third A&R Certificate of Incorporation”) inconsistent

with this Article VI, shall not adversely affect any right or protection of a director of the Corporation with respect to any act or omission

occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this

Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a

director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLE

VII

INDEMNIFICATION

The Corporation

shall indemnify any person to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, who was or

is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is

or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation

as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and such right

to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the

benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce

rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors

or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding

(or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article VII

shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending or otherwise

participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf

of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is

not entitled to be indemnified by the Corporation under this Article VII. The Corporation may, to the extent authorized from time to time

by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation

similar to those conferred in this Article VII to directors and officers of the Corporation. The rights to indemnification and to the

advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter

acquire under this Third A&R Certificate of Incorporation, the bylaws of the Corporation (as may be amended, restated or otherwise

supplemented from time to time, the “Bylaws”), any statute, agreement, vote

of stockholders or disinterested directors or otherwise. Any repeal or modification of this Article VII by the stockholders of the Corporation

shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent

of the Corporation (collectively, the “Covered Persons”) existing at the time of such repeal or modification with respect

to any acts or omissions occurring prior to such repeal or modification.

The Corporation

hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or through insurance

obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which

may include third parties for whom such Covered Person serves as a manager, member, officer, employee or agent. The Corporation hereby

agrees and acknowledges that notwithstanding any such rights that a Covered Person may have with respect to any Other Indemnitor(s), (i)

the Corporation is the indemnitor of first resort with respect to all Covered Persons and all obligations to indemnify and provide advancement

of expenses to Covered Persons and (ii) the Corporation shall be required to indemnify and advance the full amount of expenses incurred

by the Covered Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the Bylaws, any agreement

to which the Corporation is a party, any vote of the stockholders or the Board of Directors, or otherwise, without regard to any rights

the Covered Persons may have against the Other Indemnitors. The Corporation further agrees that no advancement or payment by the Other

Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the

foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment

to all of the rights of recovery of the Covered Persons against the Corporation. These rights shall be a contract right, and the Other

Indemnitors are express third party beneficiaries of the terms of this paragraph. Notwithstanding anything to the contrary herein, the

obligations of the Corporation under this paragraph shall only apply to Covered Persons in their capacity as Covered Persons.

ARTICLE

VIII

AMENDMENT

In furtherance

and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the

Bylaws or adopt new Bylaws without any action on the part of the stockholders; provided that any by-law adopted or amended by the Board

of Directors, and any powers thereby conferred, may be amended, altered, or repealed by the stockholders.

The Corporation

shall have the right, subject to any express provisions or restrictions contained in this Third A&R Certificate of Incorporation or

the Bylaws, from time to time, to amend, alter, or repeal any provision of this Third A&R Certificate of Incorporation in any manner

now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by

this Third A&R Certificate of Incorporation or any amendment thereof are conferred subject to such right.

ARTICLE IX

EXCLUSIVE FORUM

Unless the Corporation

consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery

does not have subject matter jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted

by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action

asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or stockholder of the Corporation to the Corporation

or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Third

A&R Certificate of Incorporation, or the Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction

on the Court of Chancery of the State of Delaware, (iv) any action asserting a claim governed by the internal affairs doctrine; or (v)

any action asserting a claim relating to the business of the corporation, the conduct of its affairs, or the rights or powers of the Corporation

or its stockholders, directors, or officers. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring

or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions

of this Article IX.

ARTICLE

MISCELLANEOUS

If any provision

or provisions of this Third A&R Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any

circumstance for any reason whatsoever:

(i) the validity,

legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Third A&R Certificate

of Incorporation (including, without limitation, each portion of any paragraph of this Third A&R Certificate of Incorporation containing

any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall

not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted

by applicable law, provisions of this Third A&R Certificate of Incorporation (including, without limitation, each such portion of

any paragraph of this Third A&R Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable)

shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in

respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

EX-3.2 — AMENDED AND RESTATED BYLAWS

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit 3.2

AMENDED AND RESTATED

CORPORATE BYLAWS

TALKSPACE, INC.

ARTICLE I

NAME AND OFFICES

Section 1. Name.

The name of the corporation shall be Talkspace, Inc. (the “Corporation”).

Section 2. Offices.

The registered office of the Corporation shall be in the State of Delaware. The Corporation may also have offices at such other places

both within and without the State of Delaware as the board of directors (the “Board of Directors” and each individual

member thereof, a “Director”) of the Corporation may from time to time determine or the business of the Corporation

may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place and

Time of Meetings. All meetings of shareholders shall be held at such place either within or without the State of Delaware as may

be fixed from time to time by the shareholders and stated in the notice of the meeting.

Section 2. Annual Meetings.

Annual meetings of shareholders shall be held such date and time as shall be designated from time to time by the shareholders.

Section 3. Special Meetings.

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation,

may be called by the President or a majority of the Board of Directors, or at the request in writing of shareholders owning not less than

twenty percent (20%) of all the shares entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed

meeting.

Section 4. Notice of

Annual and Special Meetings. Written notice of the annual meeting stating the place, day and hour of the meeting shall be given

to each shareholder not less than ten days before the date of the meeting. Unless otherwise required by statute, neither the business

to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in the notice of the meeting.

Section 5. Waiver of

Notice. Attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting, except where a shareholder

attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum and Voting.

(a) The

holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute

a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles

of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present

in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at

the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented

any business may be transacted which might have been transacted at the meeting as originally notified. In the case of any meeting called

for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed herein, shall

nevertheless constitute as quorum for the purpose of electing Directors.

(b) When

a quorum is present at any meeting, the vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders

unless the vote of a greater number of shares of stock is required by statute or the Articles of Incorporation.

otherwise provided in the Articles of Incorporation, each outstanding share of stock, having voting power, shall be entitled to one vote

on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing

by the shareholder or by his duly authorized attorney-in-fact.

(d) In

all elections for Directors, every shareholder entitled to vote shall have the right to vote, in person or by proxy, the number of shares

of stock owned by him, for as many persons as there are Directors to be elected, or to cumulative the vote of said shares, and give one

candidate as many votes as the number of Directors multiplied by the number of his shares of stock shall equal, or to distribute the votes

on the same principle among as many candidates as he/she may see fit.

Section 7. Action by

Written Consent. Unless otherwise provided by statute or in the Articles of Incorporation, any action required to be taken at

a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting

forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

- 2 -

ARTICLE III

DIRECTORS

Section 1. Number and

Qualification. The number of Directors which shall constitute the whole Board of Directors shall not be less than three nor more

than ten. Directors need not be residents of the State of Delaware nor shareholders of the Corporation. The Directors shall be elected

at the annual meeting of the shareholders, and each Director elected shall serve until the next succeeding annual meeting and until his

successor shall have been elected and qualified.

Section 2. Powers and

Duties. The business affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers

of the Corporation and do all such lawful acts and things as are authorized by statute or by the Articles of Incorporation or by these

Bylaws or as otherwise directed or required to be exercised or done by the shareholders.

Section 3. Vacancies.

Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by election at an annual

meeting or at a special meeting of shareholders called for that purpose. A Director elected to fill a vacancy, or a newly created directorship,

shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 4. Removal of

Directors. Directors may be removed by a majority of shares entitled to vote at anytime without cause.

Section 5. Compensation.

The Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest

of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the Corporation as Directors,

officers, or otherwise.

Section 6. Place and

Time of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware

as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting.

Section 7. Regular Meetings.

Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the

Board of Directors.

Section 8. Special Meetings.

Except as otherwise provided by statute or the Articles of Incorporation, special meetings of the Board of Directors may be called by

the President, Secretary, or upon the written request of at least two (2) Directors.

Section 9. Notice of

Regular and Special Meeting. Regular meetings may be held upon such notice as determined by the Board. Special meetings require

at least four (4) days notice unless a greater period is required by law. Unless required by statute, neither the business to be transacted

at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of

such meeting.

- 3 -

Section 10. Waiver of

Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends

for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 11. Quorum and

Voting. A majority of the Board of Directors shall constitute a quorum for the transaction of business unless a greater number

is required by law or by the Articles of Incorporation. The act of a majority of the Directors present at any meeting at which a quorum

is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the Articles of

Incorporation. If a quorum shall not be present at any meeting of Directors, then Directors present thereat may adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 12. Action by

Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if

a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the

subject matter thereof.

Section 13. Participation

by Conference Telephone. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of

Directors may participate in a meeting of the Board of Directors, by means of conference telephone or similar communications equipment

provided all persons participating in the meeting can hear and communicate with each other, and such participation in a meeting shall

constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to

the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 14. Proxy Voting.

Any Director absent from a meeting may be represented by any other Director or shareholder, who may cast the vote of the absent Director

according to the written instructions, general or special, of said absent Director, filed with the Secretary.

Section 15. Committees.

The Board of Directors, by resolution adopted by a majority of the Board of Directors, may designate one or more committees. Committees

shall exercise such powers and duties as delegated to such committees by resolution of the Board of Directors. Vacancies in the membership

of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors, but the President

may designate another Director to serve on the committee pending action by the Board of Directors.

- 4 -

Section 16. Advisory

Committees. The Board of Directors may appoint one or more advisory committees. Advisory committee membership may consist of Directors

only, Directors and nondirectors, or nondirectors only, and also may include nonvoting members and alternate members. The chairman and

members of advisory committees shall be appointed by the President of the Corporation. Advisory committees shall have no legal authority

to act for the Corporation, but shall report their findings and recommendations to the Board of Directors.

ARTICLE IV

NOTICES

Section 1. Method and Manner. Whenever,

under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director

or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing by telephone, by mail, electronic

mail, facsimile transmission, addressed to such Director or shareholder, at his or her address as it appears on the records of the Corporation,

with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States

mail.

Section 2. Waiver.

Whenever any notice is required to be given under the provisions of statute or under the provisions of the Articles of Incorporation

or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time

stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Generally.

The officers of the Corporation shall be elected annually by the Board of Directors and shall be a President, a Vice-President, a

Secretary and a Treasurer. The Board of Directors may also elect additional Vice-Presidents, and one or more Assistant Secretaries and

Assistant Treasurers. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any two (2) of these offices may be

combined in one person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other

instrument required by law to be signed by two officers. Officers are not required to be members of the Board of Directors.

Section 2. Election.

The Board of Directors at its first meeting after each annual meeting of shareholders shall elect a President, one or more Vice-Presidents,

a Secretary and a Treasurer and, if desired, Assistant Treasurers and Assistant Secretary.

Section 3. Agents.

The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such

terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

- 5 -

Section 4. Compensation.

The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5. Term.

The officers of the Corporation shall hold office until their successors are elected and qualified.

Section 6. Removal.

Any officer elected by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority

of the Board of Directors.

Section 7. Vacancies.

Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 8. President. The President

shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the shareholders and the Board of Directors,

shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board

of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring seal, under the seal

of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution

thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 9. Vice Presidents.

The Vice-President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall,

in the absence or disability of the President, perform the duties and exercise the powers of and be subject to all the restrictions upon

the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10. Secretary.

The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings

of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for

the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and

special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President,

under whose supervision he/she shall be. The Secretary shall have custody of the corporate seal of the Corporation and he/she or an Assistant

Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature

or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal

of the Corporation and to attest the affixing by his/her signature.

Section 11. Assistant

Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board

of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall

perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

- 6 -

Section 12. Treasurer. The Treasurer

shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books

belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation

in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may

be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of

Directors, at its regular meetings, or when the Board of Directors so requires, an account of his transactions as Treasurer and of the

financial condition of the Corporation. If required by the Board of Directors, he/she shall give this Corporation a bond in such sum and

with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office

and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers,

vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 13. Assistant

Treasurers. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by

the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer

and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. Shares Represented by Certificates.

Every holder of stock in the Corporation shall be entitled to have a certificate, signed by the President or a Vice-President and

the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation. When the Corporation is

authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate

shall have a statement that the Corporation will furnish to any shareholder upon request and without charge, a full or summary statement

of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation

is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares

of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine

the relative rights and preferences of subsequent series.

Section 2. Authorized

Signatures. The signatures of the officers of the Corporation upon a certificate may be facsimiles if the certificate is countersigned

by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer

who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate

is issued, it may be issued by the Corporation with the same effect as if he/she were such officer at the date of its issue.

- 7 -

Section 3. Lost/Destroyed

Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued

by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate

to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a

condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities

as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged

to have been lost or destroyed.

Section 4. Transfers

of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly

endorsed or accompanied by proper evidence of succession, assignment of authority to transfer, a new certificate shall be issued to the

person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Corporation.

Section 5. Fixing Record

Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment

thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares

or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than

sixty nor less than ten days before the date of such meetings, nor more than sixty days prior to any other action. A determination of

shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided,

however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Registered

Shareholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner

of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books

as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the

part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the

State of Delaware.

- 8 -

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends.

(a) Subject

to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any

regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to

any provisions of the Articles of Incorporation.

(b) Before

payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors

from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or

for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the

interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Annual Statement.

The Board of Directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of

the shareholders, a full and clear statement of the business and condition of the Corporation.

Section 3. Checks.

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons

as the Board of Directors may from time to time designate.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Corporate

Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words

“Corporate Seal, Talkspace, Inc. “ The seal may be used by causing it or a facsimile thereof to be impressed or affixed or

in any manner reproduced.

Section 6. Indemnification.

(a) Power

to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 6(c), the

Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation),

by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation

serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually

and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a

manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal

action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit

or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create

a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed

to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that

such person’s conduct was unlawful.

- 9 -

(b) Power

to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6(c), the Corporation shall

indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit

by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director or

officer of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director,

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including

attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or

suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests

of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person

shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware

or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but

in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court

of Chancery or such other court shall deem proper.

of Indemnification. Any indemnification under this Section 6 (unless ordered by a court) shall be made by the Corporation only as

authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the

circumstances because such person has met the applicable standard of conduct set forth in Section 6(a) or 6(b), as the case may be. Such

determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (i) by a majority

vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of

such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors,

or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the shareholders. Such determination shall

be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of

the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits

or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person

shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection

therewith, without the necessity of authorization in the specific case.

- 10 -

(d) Good

Faith Defined. For purposes of any determination under Section 6(c), a person shall be deemed to have acted in good faith and in a

manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal

action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action

is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the

officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation

or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified

public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions

of this Section 6(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have

met the applicable standard of conduct set forth in Section 6(a) or 6(b), as the case may be.

(e) Indemnification

by a Court. Notwithstanding any contrary determination in the specific case under Section 6(c), and notwithstanding the absence of

any determination thereunder, any Director or officer may apply to the Court of Chancery of the State of Delaware or any other court of

competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 6(a) or 6(b). The

basis of such indemnification by a court shall be a determination by such court that indemnification of the Director or officer is proper

in the circumstances because such person has met the applicable standard of conduct set forth in Section 6(a) or 6(b), as the case may

be. Neither a contrary determination in the specific case under Section 6(c) nor the absence of any determination thereunder shall be

a defense to such application or create a presumption that the Director or officer seeking indemnification has not met any applicable

standard of conduct. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation promptly

upon the filing of such application. If successful, in whole or in part, the Director or officer seeking indemnification shall also be

entitled to be paid the expense of prosecuting such application.

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(f) Expenses

Payable in Advance. Expenses (including attorneys’ fees) incurred by a Director or officer in defending any civil, criminal,

administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such

action, suit or proceeding upon receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall

ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Section 6. Such expenses

(including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms

and conditions, if any, as the Corporation deems appropriate.

(g) Nonexclusivity

of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to,

this Section 6 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may

be entitled under the Certificate of Incorporation, these bylaws, agreement, vote of shareholders or disinterested Directors or otherwise,

both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the

policy of the Corporation that indemnification of the persons specified in Section 6(a) or 6(b) shall be made to the fullest extent permitted

by law. The provisions of this Section 6 shall not be deemed to preclude the indemnification of any person who is not specified in Section

6(a) or 6(b) but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

(h) Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or

is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent

of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred

by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the

power or the obligation to indemnify such person against such liability under the provisions of this Section 6.

(i) Certain

Definitions. For purposes of this Section 6, references to “the Corporation” shall include, in addition to the

resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger

which, if its separate existence had continued, would have had power and authority to indemnify its Directors or officers, so that any

person who is or was a Director or officer of such constituent corporation, or is or was a Director or officer of such constituent corporation

serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 6 with respect to the

resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had

continued. The term “another enterprise” as used in this Section 6 shall mean any other corporation or any partnership,

joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation

as a director, officer, employee or agent. For purposes of this Section 6, references to “fines” shall include any

excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of

the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties

on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries;

and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries

of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”

as referred to in this Section 6.

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(j) Survival

of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to,

this Section 6 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or

officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) Limitation

on Indemnification. Notwithstanding anything contained in this Section 6 to the contrary, except for proceedings to enforce rights

to indemnification (which shall be governed by Section 6(e)), the Corporation shall not be obligated to indemnify any Director or officer

(or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof)

initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

(l) Indemnification

of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights

to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Section

6 to Directors and officers of the Corporation.

(m) Primacy

of Indemnification. Notwithstanding that a Director, officer, employee or agent of the Corporation (collectively, the “Covered

Persons”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively,

the “Other Indemnitors”), with respect to the rights to indemnification, advancement of expenses and/or insurance set

forth herein, the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any

obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by

Covered Persons are secondary); and (ii) shall be required to advance the full amount of expenses incurred by Covered Persons and

shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against any of the Other

Indemnitors. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to any claim for which Covered

Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, and the Other Indemnitors shall

have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Covered

Persons against the Corporation. Notwithstanding anything to the contrary herein, the obligations of the Corporation under this Section

6(m) shall only apply to Covered Persons in their capacity as Covered Persons.

- 13 -

(n) Amendments.

Any repeal or amendment of this Section 6 by the Board of Directors or the shareholders of the Corporation or by changes in applicable

law, or the adoption of any other provision of these Bylaws inconsistent with this Section 6, will, to the extent permitted by applicable

law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification

rights to the Covered Persons on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect

any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of

such inconsistent provision.

ARTICLE VIII

AMENDMENTS

Section 1. Subject

to Section 6(n) of Article VII, these Bylaws may be altered, amended, or repealed or new Bylaws may be adopted by the affirmative vote

of a majority of the Board of Directors at any regular or special meeting of the Board, unless a different vote or the approval of the

shareholders is required by statute or the Corporation’s Articles of Incorporation.

Effective Date: August 17, 2026

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EX-99.1 — JOINT PRESS RELEASE, DATED AUGUST 17, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Universal

Health Services, Inc. Completes Acquisition of Talkspace, Inc.

Creates

nation's first full continuum of behavioral healthcare services, supporting people across every stage of their mental health journey

KING OF

PRUSSIA, PA and NEW YORK, NY (Aug. 17, 2026) — Universal Health Services, Inc. (NYSE: UHS) today announced the successful completion

of its acquisition of Talkspace, Inc. (NASDAQ: TALK), bringing together one of the nation's largest providers of healthcare services

with a leading virtual behavioral health platform to redefine how mental healthcare is accessed and delivered.

Talkspace's

virtual care platform complements UHS' extensive network of affiliated behavioral health facilities, acute care hospitals and outpatient

locations, creating an end-to-end behavioral health ecosystem that connects care across settings and levels of need*.

By making

transitions between levels of care more seamless – from virtual support, counseling, therapy and psychiatry to outpatient programs,

to crisis intervention, inpatient treatment and specialized care – the combined offerings position the organization moving forward

to support patients throughout their mental health journey.

"We're

at an inflection point in how mental healthcare is delivered," said Marc D. Miller, President and CEO of UHS. "People deserve

a system that is easy to navigate, connected across care settings and built around their evolving needs. The addition of Talkspace expands

our ability to connect people with care when, where and how they need it most. And we are strengthening the connection between behavioral

and physical health for overall wellbeing."

Talkspace

serves individuals across all 50 states, Washington, D.C., and Puerto Rico through a network of approximately 6,000 licensed providers

whose services are currently available to more than 200 million people through health insurance plans, employers, employee assistance

programs, schools and government organizations. Talkspace also offers self-pay options.

Talkspace

recently introduced Tee, its AI-powered, purpose-built mental health guide developed to meet HIPAA privacy

standards and provide subscribers with real-time support and feedback. Tee can assist individuals between appointments or as a standalone

supportive companion.

“Joining

UHS allows us to accelerate the mission that has guided Talkspace from the beginning: making high-quality mental healthcare more accessible

to more people," said Jon R. Cohen, M.D., CEO of Talkspace. "Together, we're excited to create a nationwide network of care

that brings virtual, outpatient and inpatient care together to better support patients, clinicians and communities.”

As demand

for behavioral health services continues to grow, the combined organization is positioned to offer patients greater flexibility and choice

while improving care coordination across settings. The integrated model also strengthens support for employers, health plans and community

partners seeking scalable, evidence-based mental healthcare solutions.

The transaction

was originally announced on March 9, 2026, and has now received all necessary regulatory approvals and satisfied customary closing conditions.

The companies will begin working together immediately to thoughtfully integrate capabilities while ensuring uninterrupted service for

patients, providers and partners.

* Treating

practitioners are individually licensed and exercise independent professional judgment in diagnosing and treating patients consistent

with their training, scope of practice, and licensure.

About UHS

Headquartered

in King of Prussia, PA, Universal Health Services, Inc. (NYSE: UHS) is one of the nation’s largest and most respected providers

of hospital and healthcare services, with annual revenues of approximately $17.4 billion during 2025. Through its subsidiaries, UHS employs

more than 101,500 individuals and operates 30 inpatient acute care facilities, more than 380 inpatient behavioral health facilities and

approximately 170 outpatient and other facilities across 40 states, Washington, D.C., Puerto Rico, Ireland and the United Kingdom.

Through its subsidiaries, UHS also offers an insurance offering, a physician network and various related services in the United

States.

Since our

founding in 1979, UHS has grown steadily into a premier Fortune 500® corporation perennially recognized by multiple esteemed

national rating entities. Our strategy includes investing in talented staff, facilities, technology and innovation across broad

care continuums to deliver favorable patient outcomes and contribute to the overall health and wellbeing of the patients we are privileged

to serve. A wholly-owned subsidiary of UHS also acts as the advisor to Universal Health Realty Income Trust, a real estate investment

trust (NYSE: UHT). For additional information, please visit www.uhs.com.

About Talkspace,

a Universal Health Services, Inc. Subsidiary

Talkspace,

a Universal Health Services, Inc. subsidiary, is a leading virtual behavioral healthcare provider committed to helping people lead healthier,

happier lives through access to high-quality mental healthcare. Through its subsidiaries and affiliates, Talkspace offers a comprehensive

suite of mental health services – including therapy for individuals, teens, and couples as well as psychiatry and medication management.

Among its offerings is Tee, a standalone, clinician-informed AI mental health guide available to those 18+ for 24/7 behavioral support.

With Talkspace's

core therapy offerings, members are matched with one of thousands of affiliated licensed therapists within days and can engage in live

video, audio, or chat sessions, and/or unlimited asynchronous text messaging sessions.

Forward-Looking

Statements

This press

release contains “forward-looking” statements based on UHS and/or Talkspace’s management expectations. Numerous factors,

including those disclosed herein, those related to healthcare industry trends and those detailed in UHS and Talkspace’s respective

filings with the Securities and Exchange Commission (the “SEC”) (as set forth in Item 1A-Risk Factors, and Item 7-Forward-Looking

Statements and Risk Factors, in UHS’ Annual Report on Form 10-K for the year ended December 31, 2025 and Item 2-Forward-Looking

Statements and Risk Factors in UHS’ Quarterly Report on Form 10-Q for the period ended June, 30, 2026, and Item 1A, Risk Factors

in Talkspace’s Annual Report on Form 10-K for the year ended December 31, 2025 and Item 2-Forward-Looking Statements in Talkspace’

Quarterly Report on Form 10-Q for the period ended June, 30, 2026), may cause the results to differ materially from those anticipated

in the forward-looking statements. These statements are subject to risks and uncertainties and therefore actual results may differ materially.

Those risks and uncertainties include: the occurrence of any event, challenges, disruptions and costs of integrating the business and

achieving anticipated synergies, or that such synergies will take longer to realize than expected; failure to retain key employees of

Talkspace; failure to retain a significant portion of Talkspace’s providers or relationships with payors, risks that the merger

and other transactions contemplated by the merger disrupt current plans and operations that may harm the businesses or divert management’s

attention from ongoing business operations; the amount of any costs, fees, expenses, impairments and charges related to the merger including

costs and use of capital related to financing the merger; and uncertainty as to the effects of the merger on the market price of UHS.

Readers should not place undue reliance on such forward-looking statements which reflect UHS and/or Talkspace’s management's view

only as of the date hereof. UHS undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking

statements, whether as a result of new information, future events or otherwise.

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