Robbins Geller Rudman & Dowd LLP and Rolnick Kramer Sadighi LLP Announce Proposed Settlement in the Talkspace Securities Litigation

By: Robbins Geller Rudman & Dowd LLP via Business Wire

July 28, 2023 at 08:00 AM EDT

The following statement is being issued by Robbins Geller Rudman & Dowd LLP and Rolnick Kramer Sadighi LLP regarding the Talkspace Securities Litigation:

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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In re TALKSPACE, INC. SECURITIES LITIGATION		Civil Action No. 1:22-cv-00163-PGG CLASS ACTION SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTIONS
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TO: (1) ALL PERSONS THAT PURCHASED OR OTHERWISE ACQUIRED TALKSPACE, INC. F/K/A HUDSON EXECUTIVE INVESTMENT CORP. (“TALKSPACE” OR THE “COMPANY”) SECURITIES BETWEEN JUNE 11, 2020 AND NOVEMBER 15, 2021, INCLUSIVE; AND (2) ALL HOLDERS OF TALKSPACE COMMON STOCK AS OF THE RECORD DATE FOR THE SPECIAL MEETING OF SHAREHOLDERS HELD ON JUNE 17, 2021 TO CONSIDER APPROVAL OF THE MERGER BETWEEN TALKSPACE AND HUDSON EXECUTIVE INVESTMENT CORP. (THE “MERGER”) OR WHO WERE ENTITLED TO VOTE ON THE APPROVAL OF THE MERGER (“CLASS” OR “CLASS MEMBER”)

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.

YOU ARE HEREBY NOTIFIED that a hearing will be held on October 30, 2023, at 10:00 a.m., before Judge Paul G. Gardephe at the United States District Court, Southern District of New York, in Courtroom 705 of the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007 to determine whether: (1) the proposed settlement (the “Settlement”) of the above-captioned action (the “Action”) as set forth in the Stipulation of Settlement (“Stipulation”)¹ for $8,500,000 in cash should be approved by the Court as fair, reasonable, and adequate;² (2) the Judgment as provided under the Stipulation should be entered dismissing the Action with prejudice; (3) to award Lead Counsel attorneys’ fees and expenses out of the Settlement Fund (as defined in the Notice of Pendency and Proposed Settlement of Class Actions (“Notice”), which is discussed below) and to award Plaintiffs reimbursement of their time and expenses pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class, and, if so, in what amounts; and (4) the Plan of Allocation should be approved by the Court as fair, reasonable, and adequate.

The Court may decide to conduct the Settlement Hearing by video or telephonic conference, or otherwise allow Class Members to appear remotely at the hearing, without further written notice to the Class. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate by phone or video, it is important that you monitor the Court’s docket and the Settlement website, www.TalkspaceSecuritiesSettlement.com, before making any plans to attend the Settlement Hearing. Updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.TalkspaceSecuritiesSettlement.com. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing by remote means, the information for accessing the hearing will be posted to the Settlement website.

IF YOU PURCHASED OR OTHERWISE ACQUIRED TALKSPACE SECURITIES BETWEEN JUNE 11, 2020 AND NOVEMBER 15, 2021, INCLUSIVE, OR IF YOU HELD TALKSPACE COMMON SHARES ON MAY 19, 2021, THE RECORD DATE FOR THE VOTE ON THE MERGER, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THE ACTIONS.

To share in the distribution of the Settlement Fund, you must establish your rights by submitting a Proof of Claim and Release form (“Proof of Claim”) by mail (postmarked no later than October 23, 2023) or electronically (no later than October 23, 2023). Your failure to submit your Proof of Claim by October 23, 2023, will subject your claim to rejection and preclude your receiving any of the recovery in connection with the Settlement of the Actions. If you are a Member of the Class, and do not request exclusion from the Class, you will be bound by the Settlement and any judgment and release entered in the Actions, including, but not limited to, the Judgment, whether or not you submit a Proof of Claim.

If you have not received a copy of the Notice, which more completely describes the Settlement and your rights thereunder (including your right to object to the Settlement), and a Proof of Claim, you may obtain these documents, as well as a copy of the Stipulation (which, among other things, contains definitions for the defined terms used in this Summary Notice) and other Settlement documents, online at www.TalkspaceSecuritiesSettlement.com, or by writing to:

Talkspace Securities Settlement

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 301171

Los Angeles, CA 90030-1171

Inquiries should NOT be directed to Defendants, the Court, or the Clerk of the Court.

Inquiries, other than requests for the Notice or for a Proof of Claim, may be made to Lead Counsel:

ROBBINS GELLER RUDMAN & DOWD LLP

Ellen Gusikoff Stewart

655 West Broadway, Suite 1900

San Diego, CA 92101

Telephone: 1-800-449-4900

settlementinfo@rgrdlaw.com

- OR -

ROLNICK KRAMER SADIGHI LLP

Marc B. Kramer

1251 Avenue of the Americas

New York, NY 10020

Telephone: 1-212-597-2838

IF YOU DESIRE TO BE EXCLUDED FROM THE CLASS, YOU MUST SUBMIT A REQUEST FOR EXCLUSION SUCH THAT IT IS POSTMARKED BY OCTOBER 9, 2023, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. ALL CLASS MEMBERS WILL BE BOUND BY THE SETTLEMENT EVEN IF THEY DO NOT SUBMIT A TIMELY PROOF OF CLAIM.

IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE SETTLEMENT, THE PLAN OF ALLOCATION, THE REQUEST BY LEAD COUNSEL FOR AN AWARD OF ATTORNEYS’ FEES ON BEHALF OF ALL PLAINTIFFS’ COUNSEL NOT TO EXCEED 30% OF THE $8,500,000 SETTLEMENT AMOUNT AND EXPENSES NOT TO EXCEED $75,000 AND AWARDS TO PLAINTIFFS NOT TO EXCEED $25,000 IN THE AGGREGATE IN CONNECTION WITH THEIR REPRESENTATION OF THE CLASS. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO LEAD COUNSEL AND DEFENDANTS’ COUNSEL BY OCTOBER 9, 2023, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE.

DATED: June 30, 2023

BY ORDER OF THE COURT

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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¹ The Stipulation can be viewed and/or obtained at www.TalkspaceSecuritiesSettlement.com.

² The action entitled Valdez v. Braunstein, et al., No. 2022-1148-KSJM (Del. Ch.) (the “Delaware Action”) is also being resolved. The Action and the Delaware Action are referred to as the “Actions.”