Talkspace, Inc. (TALK) 2023年年度報告「NASDAQ」.pdf

1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2023OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIE

2、S EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39314 TALKSPACE,INC.(Exact name of Registrant as specified in its Charter)Delaware84-4636604(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)622 Third Avenue,New York,NY

3、10017(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(212)284-7206 Securities registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol(s)Name of each exchange on which registeredCommon stock,par value$0.0001 per share TALK T

4、he NASDAQ Stock Market LLCWarrants to purchase common stock TALKW The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g)of the Act:Not Applicable(Title of class)Indicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.

5、YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.YES NO Indicate by check mark whether the Registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the precedi

6、ng 12 months(or for such shorter period that the Registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.YES NO Table of Contents Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File requi

7、red to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submit such files).YES NO Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a

8、 non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated fil

9、er Smaller reporting company 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

10、.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepare

11、d or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether a

12、ny of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the Registrant is a shell company(as defi

13、ned in Rule 12b-2 of the Act).YES NO The aggregate market value of the voting common stock held by non-affiliates of the Company on June 30,2023 was$181.8 million based on the per share closing price of the Companys common stock on June 30,2023 of$1.27.The number of shares of common stock outstandin

14、g on March 12,2024 was 168,903,571.DOCUMENTS INCORPORATED BY REFERENCEThe Companys definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed by the Company pursuant to Regulation 14A is incorporated into Items 10,11,12,13 and 14 of Part III of this Form 10-K.Auditor Firm Id:

15、1281Auditor Name:Kost Forer Gabbay&Kasierer,a member of Ernst&Young GlobalAuditor Location:Tel-Aviv,Israel Table of ContentsTable of Contents PagePART I Item 1.Business2Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity41Item 2.Properties43Item 3.Legal Proceedings43Item 4

16、.Mine Safety Disclosures43 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.Reserved45Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Dis

17、closures About Market Risk55Item 8.Financial Statements and Supplementary Data56Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure79Item 9A.Controls and Procedures79Item 9B.Other Information80Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Ins

18、pections80 PART III Item 10.Directors,Executive Officers and Corporate Governance81Item 11.Executive Compensation81Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters81Item 13.Certain Relationships and Related Transactions,and Director Independence8

19、1Item 14.Principal Accounting Fees and Services81 PART IV Item 15.Exhibits and Financial Statement Schedules82Item 16.Form 10-K Summary82 Exhibit Index83Signatures85 iTable of Contents PART IItem 1.BUSINESSOur Mission Our mission is to help people everywhere to heal.Overview Talkspace,Inc.together w

20、ith its consolidated subsidiaries(referred to herein as the“Company”,“we”,“our”,“us”or“Talkspace”)is a leading behavioral healthcare company that offers convenient and affordable access to a fully-credentialed network of licensed therapists,psychologists,and psychiatrists.Founded in 2012,and enabled

21、 by a purpose-built technology platform,we have connected millions of patients,who we refer to as our“members”with licensed mental health providers through messaging,video and audio.Talkspace was originally incorporated as Hudson Executive Investment Corp.(“HEC”),a special purpose acquisition compan

22、y,for the purpose of entering into a business combination with one or more businesses or entities.On January 12,2021,HEC,entered into an Agreement and Plan of Merger,dated as of January 12,2021(the“Merger Agreement”),with Groop Internet Platform,Inc.(“Old Talkspace”),Tailwind Merger Sub I,Inc.,a Del

23、aware corporation and a direct wholly owned subsidiary of HEC(“First Merger Sub”),and Tailwind Merger Sub II,LLC,a Delaware limited liability company(“Second Merger Sub”).On June 22,2021,as contemplated by the Merger Agreement,First Merger Sub merged with and into Old Talkspace(the“First Merger”)wit

24、h Old Talkspace surviving the First Merger,and immediately following the First Merger and as part of the same overall transaction as the First Merger,Old Talkspace merged with and into Second Merger Sub,with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC.The Company refer

25、s to this transaction as the Business Combination.In connection with the Business Combination,HEC filed the Certificate of Incorporation and changed its name to“Talkspace,Inc.”Through our platform,we serve our payor clients(Payor),comprised of health plans and employee assistance programs such as Ae

26、tna,Cigna,and Optum,who offer their insured members access to our platform at in-network reimbursement rates,our Direct-to-Enterprise clients(DTE),comprised of enterprises such as Google and the University of Kentucky who offer their enterprise members access to our platform while their enterprise i

27、s under an active contract with Talkspace,and individual subscribers(Consumer)who subscribe directly to our platform;(collectively,our clients).Through our psychotherapy offerings,our licensed therapists and counselors treat mental health conditions in over 21 specializations,such as depression,anxi

28、ety,trauma and other fields of human challenges.Through our psychiatry offerings,our board-certified psychiatrists and prescription-eligible nurse practitioners treat a higher acuity patient demographic,including those who may have pharmacological needs.Our psychiatry clinicians,may in their discret

29、ion,refer the member to a primary care provider or face-to-face psychiatrist if the clinical need arises,including to address potential needs for“controlled substances.”Talkspace does not prescribe controlled substances in accordance with the Drug Enforcement Administration(“DEA”)Ryan Haight Act.We

30、have a vast nationwide network of fully-credentialed providers across all 50 U.S.states.Our network is sustained and enhanced by an attractive value proposition to providers,including flexibility,convenience,efficiency,professional development opportunities and income.We also believe that our platfo

31、rm provides other benefits to providers through expanded reach,steady access to member leads,reduced administrative burdens,more efficient time utilization and data-driven insights.We designed our provider network to be scalable and to leverage a hybrid model of both employee providers and independe

32、ntly contracted providers to support multiple growth scenarios.Our network has the power to deliver an enhanced care journey,higher member lifetime engagement and meaningful outcomes for our clients,as well as generally greater margins when compared to face-to-face treatment.In pursuing our mission

33、of helping people everywhere to heal,we aim to provide our members with high-quality behavioral healthcare via coverage through a health plan,employee access program,or enterprise benefit or whether they are paying for the service directly.2Table of ContentsFor the year ended December 31,2023 our re

34、venues were$150.0 million compared to$119.6 million for the year ended December 31,2022.As of December 31,2023,we had approximately 131 million eligible lives through our Payor and DTE clients and approximately 11,700 Consumer active members compared to 92 million eligible lives and 15,400 Consumer

35、active members as of December 31,2022.Completed sessions for members covered under our Payor clients during the year ended December 31,2023 were approximately 850,600 compared to 426,400 completed sessions for the year ended December 31,2022.Our Offerings By seeking to eliminate barriers in accessin

36、g and utilizing mental healthcare and offering providers technology-enabled tools to provide high-quality clinical care with a data-driven approach to treatment,we offer our members a robust ecosystem for end-to-end behavioral healthcare.Our offerings include psychotherapy and psychiatry services.Ps

37、ychotherapy:In psychotherapy,or“talk therapy,”members work with a licensed therapist or counselor to treat specific mental health conditions like depression or anxiety,trauma and other human challenges,including by developing positive thinking and coping skills.We offer text,audio and video-based ps

38、ychotherapy from licensed therapists.Psychiatry:In psychiatry,members receive personalized,expert care from a prescriber who specializes in mental healthcare and prescription management.Typical packages include one initial video consultation,with follow-up video appointments as needed.Like the tradi

39、tional face-to-face model,Talkspace providers can prescribe medication they deem necessary up and until the point,that in the providers discretion,the member requires a face-to-face provider for potential need of those prescriptions labeled a“controlled substance”under the federal Controlled Substan

40、ces Act.Our psychiatry services are comprised of board-certified psychiatrists,as well as prescription-eligible nurse practitioners who may supplement the psychiatrist in follow-up visits and act in a medication management capacity.Our Customers In pursuit of our mission to expand access to all indi

41、viduals in need of behavioral services,we strive to deliver effective care to a broad range of customers.Through Talkspace Behavioral Health plan(BH)and Talkspace Employee Assistance Program(EAP)or Payor,we contract with a number of U.S.health plans to provide online therapy to insured members.Throu

42、gh Talkspace for Business or DTE,enterprise members access our platform services on a benefit plan paid by their enterprise.Payor clients:Through our BH offering,our members receive care directly covered through their individual health plan where our providers are considered in-network.Through our E

43、AP offering,we contract with major Payor clients who are contracted with enterprises to deliver care.Through this solution,we are able to provide therapy and psychiatry services to our clients members,who then pay a flat rate per session or interaction,of which we receive a portion of the fee.A repr

44、esentative sample of our health plan clients include Aetna,Cigna and Optum.DTE clients:Through our DTE offering,we contract directly with enterprises to provide their enterprise members unlimited synchronous and asynchronous care primarily on a per-member-per-month(“PMPM”)basis.Enterprises can inclu

45、de employers,academic organizations,higher education,and government entities.Through our contracts we provide mental health solutions to enterprise members which includes employees,teens,students and student athletes.A representative sample of our enterprise clients include Google,the University of

46、Kentucky and the New York City Department of Health and Mental Hygiene.As of December 31,2023,we had approximately 131 million eligible lives within our Payor and DTE clients.See Note 2,“Summary of Significant Accounting Policies and Estimates”in the notes to the consolidated financial statements fo

47、r more details on the Companys contractual agreements.Within our Consumer members,we serve a diverse customer base,with members from all socioeconomic backgrounds,ages,genders,ethnicities,geographies and income level.Further,with both psychotherapy and psychiatry professionals,along with a comprehen

48、sive suite of self-help tools,our platform is designed to address the needs of members across a broad range of acuities.As of December 31,2023,we had approximately 11,700 Consumer active members located across all 50 U.S.states and select international markets.Consumer active members may cancel thei

49、r subscription at any time andwill receive a pro-rata refund for the subscription price.3Table of ContentsTechnology Platform We believe that virtual therapy offers an attractive opportunity to improve behavioral health through data science and machine learning.Through digital phenotyping and predic

50、tive modeling,the data imprint left by interactions on our platform opens a new,quantitative viewpoint into the behavioral condition of our members.By securely leveraging our unique dataset to identify patterns,which is augmented by advanced,data-driven tools to personalize care,we believe we are ab

51、le to optimize clinical outcomes.We have designed our technology platform and information practices to achieve and maintain compliance with HIPAA and other legal requirements regarding the confidentiality of patient information.We maintain a written privacy and information security management progra

52、m,led by designated subject matter experts,in order to(i)limit how we use and disclose protected health information of the members who utilize our technology platform or therapeutic services,(ii)implement reasonable administrative,physical,and technical safeguards to protect such information from mi

53、suse or cyber-attacks,and(iii)assist our customers with certain duties such as access to information under the privacy standards,among other program elements.We require our agents and subcontractors who have access to such information to enter into written agreements that require them to meet the sa

54、me standards for security and privacy.We obtain third-party examinations of our controls relating to security and dataprivacy.In particular,we regularly obtain a Type II Service Organization Control SOC 2 report(Reporting on Controls at a Service Organization relevant to security,availability and pr

55、ivacy).We also retain outside consultants to regularly assess our vulnerability through penetration testing and analysis of our compliance with the HIPAA Security Rule.The following table depicts the technology-enabled process flow that supports our platform:Matching algorithm:We utilize machine lea

56、rning to predict a providers efficacy at onboarding.Our matching algorithm combines information from both structured and unstructured sources to predict which therapists have the greatest chance of success with each patient.Our matching model concurrently gathers client and therapist data and screen

57、s the therapists population to match the patients characteristics,clinical needs and preferences.Our machine learning technology also enables us to track the frequency and quality of clinical interactions,allowing us to provide a better therapist match should the patient request a new clinician.Robu

58、st data ecosystem:We have a closed-loop data ecosystem providing a multi-dimensional view of the individuals who seek treatment on our platform.This data provides a holistic picture of each user the problems they manifest,diagnoses,treatment plans,medical history,personal history,and clinical outcom

59、es.Our data contains over 7.2 billion words sent by millions of users over 127 million anonymized messages.We have approximately 5 million completed psychological assessments.Our data contains information about members collected by therapists,including approximately 1 million diagnoses and over 2.8

60、million progress and psychotherapy notes.Our data also contains information about therapists reported by members,including over 2.1 million therapist ratings.We believe the size and depth of our clinical data is vast relative to the industry and is a differentiating element of our digitally-native m

61、odality.Empowering providers to deliver enhanced care:Our providers are equipped with tools that allow them to optimize time utilization and improve clinical efficacy.One of the leading challenges in behavioral healthcare is a patients premature termination of engagement with the provider and,thus,a

62、 core focus of our machine learning strategy is to drive member 4Table of Contentsengagement and increase care continuity,helping members to continue treatment long enough to reap its benefits.In order to extend the lifetime duration of our member base,we provide our providers insights on their pati

63、ents needs and behaviors and offer techniques and suggestions that we believe are likely to maximize their patients satisfaction and engagement.These insights,delivered through our fully-integrated data intelligence platform,help providers to deliver effective treatments to their patients,and raise

64、members awareness when tracking their own clinical progress.Performance tracking and feedback:Our“Intro and Expectations”system detects whether providers have followed best practices in the crucial introductory phase of the therapy relationship and reminds them to do so if they have not.Our“Crisis R

65、isk system”monitors all incoming members messages for linguistic features associated with potential danger or self-harm and draws providers attention to these cases.Our“Session Highlights system”provides a weekly digest of patient messages and helps therapists draft notes on clinical progress.Compet

66、ition We view as competitors those companies whose primary business is developing and marketing telehealth and virtual behavioral health platforms and services.Competition focuses on,among other factors,technology,breadth and depth of functionality,range of associated services,operational experience

67、,customer support,extent of client and member bases,and reputation.Our key competitors in the telehealth and teletherapy markets are American Well Corporation,Teladoc,Lyra Health and Spring Health,among other small industry participants.In addition,large,well-financed health systems and health plans

68、 have in some cases developed their own virtual behavioral health tools and may provide these solutions to their consumers at discounted prices.In the future we may face competition from large technology companies,such as Apple,Amazon,Meta,Verizon,or Microsoft,who may wish to develop their own virtu

69、al behavioral health solutions,as well as from large retailers like Amazon or Walmart.We believe that the breadth of our existing client and member bases,the depth of our technology platform,and our business-to-business focus on promoting existing healthcare brands and integrating freely with multip

70、le platforms increases the likelihood that stakeholders seeking to develop virtual behavioral healthcare solutions will choose instead to collaborate with Talkspace.Therapists,Physicians and Healthcare Professionals In the second quarter of 2022,we completed the transition of our structure with resp

71、ect to our relationships with healthcare providers,transitioning to a structure where Talkspace LLC,our wholly-owned subsidiary,has entered into various agreements with Talkspace Provider Network,PA(TPN),a Texas professional association entity,which in turn contracts with our other affiliated profes

72、sional entities(PC entities),physicians,therapists,and other licensed professionals for clinical and professional services provided to our members.As part of this transition,Talkspace LLC is party to various Management Services Agreements(“MSAs”)with TPN and the PC entities.Pursuant to the MSAs,Talk

73、space LLC is the managing entity(the“Manager”)and provides management and administrative resources and services essential to the operations of these entities and receives a management fee for these services and reimbursement of expenses incurred.TPN and the PC entities in turn have the obligation un

74、der the MSAs to engage all licensed physicians and other health professionals to provide behavioral healthcare services to our members.The transition to a structure where we operate under various MSAs with professional associations and professional corporations authorized by state law to contract wi

75、th affiliated professionals to delivery teletherapy services to its members helps ensure we are able to comply with all applicable regulatory requirements,including the corporate practice of medicine and fee-splitting laws,that are necessarily implicated by engaging in telehealth care that can only

76、be delivered by physicians.The Company is continuing to transition its current agreements with its clients,members and other business partners to TPN and/or the PC entities,where applicable.See Note 12,“Variable Interest Entities”in the notes to the consolidated financial statements for further deta

77、ils.5Table of ContentsHuman Capital Overview The Companys workforce is critical to the creation and delivery of its services and the success of the company.Our ability to attract,develop and retain talented employees with the skills and capabilities needed by our business is a key component of our l

78、ong-term growth and our mission of providing more people with convenient access to quality,affordable behavioral healthcare.The Company views full-time employees and independently contracted providers as its total workforce,and each are eligible for the various formal and informal programs and resou

79、rces to support,recruit,train and retain its workforce.The Companys human capital network includes,but is not limited to,employee and independently contracted providers(licensed therapists,psychologists,psychiatrists),as well as employees in various support functions throughout the Company.The human

80、 capital needs and strategy of our business is overseen by the Companys Board of Directors and Chief Executive Officer and supported by the Companys Human Resources Department,which reports directly to the Chief Executive Officer.As of December 31,2023,we had 472 employees comprised of 252 providers

81、 and 220 professionals supporting the accounting,finance,technology,sales,marketing and other support functions and 5,235 independently contracted providers.With providers comprising a considerable segment of the Companys workforce,they are a significant human capital resource for the Company,and,ac

82、cordingly,we view their recruitment,retention,compensation and productivity as important to the success of the Company.Culture and ValuesTone at the top is what drives us.We are committed to maintaining a respectful,secure and supportive workplace culture with open communication and accessible,safe

83、channels for feedback.In addition,all employees are required to complete training and affirm compliance with the Talkspace Code of Business Conduct and Ethics(the“Code”),which confirms the Companys policy to conduct its affairs in compliance with all applicable laws andregulations and observe the hi

84、ghest standards of business ethics.The Code is reviewed regularly by the Audit Committee and approved by the Board of Directors and is complemented by other policies and training.Any violations of our Code are encouraged to be immediately reported and are kept anonymously.Diversity and InclusionTalk

85、space is committed to creating and maintaining a workplace in which all employees have an opportunity to participate and contribute to the success of the business.Talkspace provides equal employment opportunities to all employees and applicants for employment without regard to race,color,ancestry,na

86、tional origin,gender,sexual orientation,marital status,religion,age,disability,gender identity,results of genetic testing,or service in the military.Equal employment opportunity applies to all terms and conditions of employment,including hiring,placement,promotion,separation,transfers,compensation,a

87、nd training.The Company is committed to cultivating diversity and broadening opportunities for inclusion across its business through its recruitment practices,employee development and mentoring and inclusivity programs.Compensation and BenefitsThe Company is committed to hiring the most qualified ca

88、ndidates to fill open positions.Whenever appropriate and possible,open positions are filled with internal candidates to help team members in their career development and enrich a culture of growth.Compensation and benefits programs are focused on attracting,retaining and motivating the top talent ne

89、cessary to achieve the Companys mission in ways that reflect its diverse workforces needs and priorities.In addition to competitive salaries,the Company and its businesses have established short and long-term incentive programs including stock-based compensation awards and cash-based performance bon

90、us awards,which are designed to motivate and reward performance against key business objectives and facilitate retention.Performance bonus allocations are provided based on the organization meeting its financial goals,the employee achieving goals set by their supervisor,and per the employment agreem

91、ents and/or any other written agreement.In addition,the Company provides retirement benefits and other comprehensive benefit options to meet the needs of its employees,including healthcare benefits,tax advantaged savings vehicles,life and disability insurance,paid time off,flexible working arrangeme

92、nts,generous parental leave policies and access to wellness programs.6Table of Contents Training and DevelopmentOur growth mindset culture begins with valuing learning over knowing seeking out new ideas,driving innovation,embracing challenges,learning from failure,and improving over time.The Company

93、 strives to provide mentorship and career development to existing employees to help everyone on the team reach their full potential and employees are encouraged to reach out to their supervisors if further development training is needed.In addition,the Company provides ongoing training in areas rela

94、ted to HIPAA,Cybersecurity,Security and Privacy Controls,Fraud Waste,and Abuse and Anti-Harassment and Discrimination training,among others.U.S.Government RegulationOur operations are subject to comprehensive United States federal,state and local and international regulation in the jurisdictions in

95、which we do business.Our ability to operate profitably will depend in part upon our ability,and that of our affiliated providers,to maintain all necessary licenses and to operate in compliance with applicable laws and rules.Those laws and rules continue to evolve and can become more restrictive,and

96、we therefore devote significant resources to monitoring developments in healthcare and medical practice regulation.As the applicable laws and rules change,we are likely to make conforming modifications in our business processes from time to time.In some jurisdictions where we operate,neither our cur

97、rent nor our anticipated business model has been the subject of formal judicial or administrative interpretation.We cannot be assured that a review of our business by courts or regulatory authorities will not result in determinations that could adversely affect our operations or that the healthcare

98、regulatory environment will not change in a way that impacts our operations.For an additional discussion of our regulatory environment,see“Risk FactorsRisk Related to Our Legal and Regulatory Environment”included in Part I,Item 1A of this Annual Report on Form 10-K.Telehealth and Teletherapy Provide

99、r Licensing,Medical Practice,Certification and Related Laws and Guidelines The practice of medicine,including the provision of therapy services,is subject to various federal,state and local certification and licensing laws,regulations,approvals and standards,relating to,among other things,the adequa

100、cy of medical care,the practice of medicine and licensed professional services(including the provision of remote care),equipment,personnel,operating policies and procedures and the prerequisites for the prescription of medication and ordering of tests.The application of some of these laws to telehea

101、lth and teletherapy is unclear and subject to differing interpretations.Physicians,therapists and other licensed professionals who provide professional medical and therapy services to a patient via telehealth and teletherapy must,in most instances,hold a valid license to practice medicine or another

102、 licensed profession in the state in which the patient is located.We have established systems for ensuring that our affiliated professionals are appropriately licensed under applicable state law and that their provision of telehealth and teletherapy to our members occurs in each instance in complian

103、ce with applicable rules governing telehealth and teletherapy.Failure to comply with these laws and regulations could result in licensure actions against the professionals,our services being found to be non-reimbursable,or prior payments being subject to recoupments and can give rise to civil,crimin

104、al or administrative penalties.Corporate Practice of Medicine Laws in the U.S.;Fee Splitting We contract with physicians or physician owned professional associations,professional corporations and therapists to provide access to our platform and to provide therapy to their patients.We have entered in

105、to MSAs with TPN and the PC entities pursuant to which we provide billing,scheduling and a wide range of other administrative and management services in exchange for management and other service fees.These contractual relationships are subject to various state laws that prohibit fee splitting or the

106、 corporate practice of medicine or professional services by lay entities or persons and that are intended to prevent unlicensed persons from interfering with or influencing a physicians or another licensed professionals clinical judgment.Activities other than those directly related to the delivery o

107、f healthcare may be considered an element of the practice of medicine in many states.Under the corporate practice of medicine and other licensed profession restrictions of certain states,decisions and activities such as contracting,setting rates and the hiring and management of personnel may implica

108、te the restrictions on the corporate practice of medicine or other licensed profession.7Table of ContentsState corporate practice of medicine or other licensed professions and fee splitting laws and rules vary from state to state.In addition,these requirements are subject to broad interpretation and

109、 enforcement by state regulators.Some of these requirements may apply to us even if we do not have a physical presence in the state,based solely on our engagement of a provider licensed in the state or the provision of telehealth and teletherapy to a resident of the state.Thus,regulatory authorities

110、 or other parties,including our providers,may assert that,despite these arrangements,we are engaged in the corporate practice of medicine or a licensed profession or that our contractual arrangements with affiliated providers constitute unlawful fee splitting.In such event,failure to comply could le

111、ad to adverse judicial or administrative action against us and/or our affiliated providers,civil,criminal or administrative penalties,receipt of cease and desist orders from state regulators,loss of provider licenses,the need to make changes to the terms of engagement of our providers that interfere

112、 with our business,and other materially adverse consequences.U.S.Federal and State Fraud and Abuse Laws Although our services are not currently reimbursed by government healthcare programs such as Medicare or Medicaid,any future reimbursement from federal and/or state healthcare programs could expos

113、e our business to broadly applicable fraud and abuse laws and other healthcare laws and regulations that would regulate the business.Applicable and potentially applicable U.S.federal and state healthcare laws and regulations include,but are not limited to,those discussed below.Federal Stark Law If i

114、n the future some of our revenues come from federal healthcare programs,we will be subject to the federal self-referral prohibitions,commonly known as the Stark Law.Where applicable,this law prohibits a physician from referring Medicare patients to an entity providing“designated health services”such

115、 as laboratory and other diagnostic services and prescription drugs that are furnished at an entity if the physician or a member of such physicians immediate family has a“financial relationship”with the entity,unless an exception applies.Sanctions for violating the Stark Law include denial of paymen

116、t,civil monetary penalties of up to$26,125 per claim submitted and twice the value of each such service and exclusion from the federal healthcare programs.Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may resu

117、lt in civil penalties and additional penalties under the federal False Claims Act(“FCA”).The statute also provides for a penalty of up to$174,172 for a circumvention scheme.The Stark Law is a strict liability statute,which means proof of specific intent to violate the law is not required.In addition

118、,the government and some courts have taken the position that claims presented in violation of the various statutes,including the Stark Law,can be considered a violation of the FCA(described below)based on the contention that a provider impliedly certifies compliance with all applicable laws,regulati

119、ons and other rules when submitting claims for reimbursement.A determination of liability under the Stark Law for TPN,the PC entities or our affiliated physicians could have a material adverse effect on our business,financial condition and results of operations.Federal Anti-Kickback Statute We will

120、also be subject to the federal Anti-Kickback Statute if any of our services become reimbursable by government healthcare programs.The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer,payment,solicitation or receipt of any form of remuneration in return for,or to in

121、duce,(i)the referral of a person covered by Medicare,Medicaid or other governmental programs,(ii)the furnishing or arranging for the furnishing of items or services reimbursable under Medicare,Medicaid or other governmental programs or(iii)the purchasing,leasing or ordering or arranging or recommend

122、ing purchasing,leasing or ordering of any item or service reimbursable under Medicare,Medicaid or other governmental programs.Certain federal courts have held that the Anti-Kickback Statute can be violated if“one purpose”of a payment is to induce referrals.In addition,a person or entity does not nee

123、d to have actual knowledge of this statute or specific intent to violate it to have committed a violation,making it easier for the government to prove that a defendant had the requisite state of mind or“scienter”required for a violation.Moreover,the government may assert that a claim including items

124、 or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA,as discussed below.Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to$105,563 for each violation,plus up to three times the r

125、emuneration involved.Civil penalties for such conduct can further be assessed under the FCA.Violations of the federal Anti-Kickback Statute can also result in criminal penalties,including criminal fines of more than$100,000 and imprisonment of up to 10 years.Similarly,violations can result in exclus

126、ion from participation in government healthcare programs,including Medicare and Medicaid.Imposition of any of these remedies could have a material adverse effect on our business,financial condition and results of operations,if in the future we provide services reimbursable by government healthcare p

127、rograms.In addition to a few statutory exceptions,the Office of Inspector General(“OIG”)has published safe-harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable 8Table of Contentscriteria are met.Th

128、e failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute.However,conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increase

129、d scrutiny by government enforcement authorities,such as the OIG.False Claims Act Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executives and managers.Although there are a

130、 number of civil and criminal statutes that can be applied to healthcare providers,a significant number of these investigations involve the FCA.These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud.These“qui tam”whistleblower

131、 lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented,or caused to be presented,a false or fraudulent request for payment from the federal government or has made a falsestatement or used a false record to get a claim approved.In

132、addition,the improper retention of an overpayment for 60 days or more is also a basis for an FCA action,even if the claim was originally submitted appropriately.Penalties for FCA violations include fines ranging from$13,508 to$27,018 for each false claim,plus up to three times the amount of damages

133、sustained by the federal government.An FCA violation may provide the basis for exclusion from the federally funded healthcare programs.State Fraud and Abuse Laws Several states in which we operate have also adopted or may adopt similar self-referral,anti-kickback,fraud,whistleblower and false claims

134、 laws as described above.The scope of these laws and the interpretations of them vary by jurisdiction and are enforced by local courts and regulatory authorities,each with broad discretion.Some state fraud and abuse laws apply to items or services reimbursed by Medicaid programs and any third-party

135、payer,including commercial insurers or to any payer,including to funds paid out of pocket by a patient.A determination of liability under such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.Other Healthcare Laws FCA es

136、tablished several separate criminal penalties for making false or fraudulent claims to insurance companies and other non-governmental payers of healthcare services.Under FCA,these two additional federal crimes are:“Healthcare Fraud”and“False Statements Relating to Healthcare Matters.”The Healthcare

137、Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program,including private payers.A violation of this statute is a felony and may result in fines,imprisonment,or exclusion from government sponsored programs.The False Statements Relatin

138、g to Healthcare Matters statute prohibits knowingly and willfully falsifying,concealing,or covering up a material fact by any trick,scheme or device or making any materially false,fictitious,or fraudulent statement in connection with the delivery of or payment for healthcare benefits,items,or servic

139、es.A violation of this statute is a felony and may result in fines or imprisonment.This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment.These provisions are intended to punish some of the same conduct in the submi

140、ssion of claims to private payers as the federal False Claims Act covers in connection with governmental health programs.In addition,the Civil Monetary Penalties Law imposes civil administrative sanctions for,among other violations,inappropriate billing of services to federally funded healthcare pro

141、grams and employing or contracting with individuals or entities who are excluded from participation in federally funded healthcare programs.Moreover,a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration,including waivers of copayments and deductible amounts(or any p

142、art thereof),that the person knows or should know is likely to influence the beneficiarys selection of a particular provider,practitioner or supplier of Medicare or Medicaid payable items or services may be liable for civil monetary penalties of up to$10,000 for each wrongful act.Furthermore,in cert

143、ain cases,providers who routinely waive copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act,which can impose additional penalties associated with the wrongful act.One of the statutory exceptions to the

144、prohibition is non-routine,unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts.The OIG emphasizes,however,that this exception should only be used occasionally to address special financial nee

145、ds of a particular patient.Although this prohibition applies only to federal healthcare program beneficiaries,the routine waivers of copayments and deductibles offered to patients covered by commercial payers may implicate applicable state laws related to,among other things,unlawful schemes to defra

146、ud,excessive fees for services,tortious interference with patient contracts,and statutory or common law fraud.9Table of ContentsU.S.State and Federal Health Information Privacy and Security Laws There are numerous U.S.federal and state laws and regulations related to the privacy and security of pers

147、onal information,including health information.In particular,HIPAA imposes a number of requirements on covered entities and their business associates relating to the use,disclosure and safeguarding of protected health information.These requirements include uniform standards of common electronic healt

148、hcare transactions;privacy and security regulations;and unique identifier rules for employers,health plans and providers.In addition,the Health Information Technology for Economic and Clinical Health Act,or HITECH,provisions of the American Recovery and Reinvestment Act of 2009 and corresponding imp

149、lementing regulations have imposed additional requirements on the use and disclosure of protected health information such as additional breach notification and reporting requirements,contracting requirements for HIPAA business associate agreements,strengthened enforcement mechanisms and increased pe

150、nalties for HIPAA violations.Federal consumer protection laws may also apply in some instances to privacy and security practices related to personal information.Violations of HIPAA may result in civil and criminal penalties.However,a single breach incident can result in violations of multiple standa

151、rds.Our management responsibilities to TPN and the PC entities include assisting it with its obligations under HIPAAs breach notification rule.Under the breach notification rule,covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured protecte

152、d health information(“PHI”),which may compromise the privacy,security or integrity of the PHI.In addition,notification must be provided to the U.S.Department of Health and Human Services(“HHS”)and the local media in cases where a breach affects more than 500 individuals.Breaches affecting fewer than

153、 500 individuals must be reported to HHS on an annual basis.HIPAA also requires a business associate to notify its covered entity clients of breaches by the business associate.State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states.While

154、HIPAA does not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation,its standards have been used as the basis for the duty of care in state civil suits,such as those for negligence or recklessness in misusing personal information.In addition,HIPAA

155、 mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business associates for compliance.It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the civil monetary p

156、enalty fine paid by the violator.In light of the HIPAA Omnibus Final Rule,recent enforcement activity,and statements from HHS,we expect increased federal and state HIPAA privacy and security enforcement efforts.HIPAA also required HHS to adopt national standards for electronic transactions that all

157、healthcare providers must use when submitting or receiving certain healthcare transactions electronically.On January 16,2009,HHS released the final rule mandating that everyone covered by HIPAA must implement ICD 10 for medical coding on October 1,2013,which was subsequently extended to October 1,20

158、15 and is now in effect.Many states in which we operate and in which our patients reside also have laws that protect the privacy and security of sensitive and personal information,including health information.Moreover,state laws may be similar to or even more protective than HIPAA and other federal

159、privacy laws.For example,the laws of the State of California,in which we operate,are more restrictive than HIPAA.Where state laws are more protective/restrictive than HIPAA,we must comply with the state laws we are subject to,in addition to HIPAA.In certain cases,it may be necessary to modify our ex

160、isting or planned operations and procedures to comply with these more stringent state laws.Not only may some of these state laws impose fines and penalties upon violators,but,unlike HIPAA,some may afford private rights of action to individuals who believe their personal information has been misused.

161、In addition,state laws could change rapidly,and there is currently a new federal privacy law or federal breach notification law under consideration to which we may be subject.In addition to HIPAA and state health information privacy laws,we may be subject to other state and federal privacy laws,incl

162、uding laws that prohibit unfair privacy and security acts or practices and deceptive statements about privacy and security and laws that place specific requirements on certain types of activities,such as data security and texting.The FTC and states attorneys general have brought enforcement actions

163、and prosecuted some data breach cases as unfair and/or deceptive acts or practices under the FTC Act and similar state laws.Further,the California Consumer Protection Act of 2018(the“CCPA”),which took effect in 2020 and to which we are subject,imposes obligations and restrictions on businesses regar

164、ding their collection,use,and sharing of personal information and provides new and enhanced data privacy rights to California residents,such as affording them the right to access and delete their personal information and to opt out of certain sharing of personal information.Additionally,the Californ

165、ia Privacy Rights Act(“CPRA”),which came into effect on January 1,2023,significantly amends and expands the CCPA,including by providing consumers with additional rights with respect to their personal information.The CPRA also creates a new state agency that will be vested with authority to implement

166、 and enforce the CCPA and the CPRA.10Table of ContentsLaws similar to the CCPA and CPRA have passed in Virginia,Colorado,Connecticut,Utah and Washington and are expected in other states and at the federal level,reflecting a trend toward more stringent privacy legislation in the United States.In rece

167、nt years,there have been a number of well publicized data breaches involving the improper use and disclosure of personal information and PHI.Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to take certain actions in

168、response to a data breach,such as providing prompt notification of the breach to affected individuals and state officials and providing credit monitoring services and/or other relevant services to impacted individuals.In addition,under HIPAA,breach notification laws and pursuant to the related contr

169、acts that we enter into with our clients who are covered entities,we must report breaches of unsecured PHI to our clients following discovery of the breach.Notification must also be made in certain circumstances to affected individuals,federal authorities and others.Intellectual PropertyIt is import

170、ant to our business that we establish,protect and enforce our intellectual property.We rely on a combination of patent,copyright,trademark and trade secret laws as well as confidentiality procedures,contractual provisions and other legal rights to establish and enforce our brand,proprietary technolo

171、gy and other intellectual property rights.Through March 13,2024,the Company has been approved for one patent related to“System and Method in Monitoring Engagement”which relates to the tracking of therapeutic progress between therapist and client.We also have one patent that is pending and several ot

172、her conditional applications in the United States.We intend to continue to apply for additional patents relating to our software and technology.We cannot assure whether any of our patent applications will result in the issuance of a patent or whether the examination process will require us to narrow

173、 our claims.We own and use trademarks and service marks on or in connection with our business and services,including both unregistered marks and registered trademarks in the United States.In addition,we rely on other forms of intellectual property protection including trade secrets,know-how and othe

174、r unpatented proprietary processes,in each case in support of our business.We make efforts to maintain and protect our intellectual property and the proprietary aspects of our products and technologies,including through the use of nondisclosure agreements and the monitoring of our competitors.Althou

175、gh we take steps to protect our trade secrets and know-how,third parties may independently develop or otherwise gain access to our trade secrets and know-how by lawful means.We require our employees,consultants and certain of our contractors to execute confidentiality agreements in connection with t

176、heir employment or consulting relationships with us but these agreements may not provide meaningful protection,and we cannot guarantee that we have executed such agreements with all applicable counterparties.Furthermore,these agreements may be breached,and we may not have an adequate remedy for any

177、such breach.We also require our employees and consultants to disclose and assign to us inventions conceived during the term of their employment or engagement while using our property or which relate to our business.We also license certain intellectual property rights that are used in our business fr

178、om third parties.From time to time,we may become involved in legal proceedings relating to intellectual property arising in the ordinary course of our business,including opposition to our applications for patents,trademarks,challenges to the validity of our intellectual property rights,and claims of

179、 intellectual property infringement.We are not presently a party to any such legal proceedings that,in the opinion of our management,would individually or taken together have a material adverse effect on our business,financial condition,results of operations or cash flows.Additional InformationThe C

180、ompanys principal place of business is at 622 Third Avenue,New York,NY 10017 and its telephone number is(212)284-7206.The Companys website address is .The Company makes available free of charge on the investors section of its website the Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Cur

181、rent Reports on Form 8-K,Proxy Statements and other SEC filings and all amendments to those reports filed or furnished to the SEC pursuant to Section 13(a),14 or 15(d)of the Exchange Act,as soon as reasonably practicable after we file or furnish such materials to the SEC.The SEC also maintains a web

182、site(www.sec.gov)that contains these reports,proxy and information statements and other information.The information on our website is not,and will not be deemed to be,a part of this Annual Report on Form 10-K or incorporated into any of our other filings with the SEC,except where we expressly incorp

183、orated such information.11Table of Contents Item 1A.RISK FACTORSIn the course of conducting our business operations,we are exposed to a variety of risks.Any of the risk factors we describe below have affected or could materially adversely affect our business,financial condition and results of operat

184、ions.Certain statements in“Risk Factors”are forward-looking statements,see“Forward-Looking Statements”in Part II Item 7.Unless the context otherwise requires,all references in this subsection as to“Talkspace,”the“Company,”“we,”“us”or“our”refer to the business of Talkspace,Inc.and its consolidated su

185、bsidiaries.SUMMARY RISK FACTORSThe following is a summary of the material risks known to us.Please carefully consider the following risk factors together with all other information included in this Form 10-K and our other publicly filed documents when investing in our common stock.Risks Related to o

186、ur Operating Results and Early Stage of GrowthWe have a history of losses and we may never achieve or sustain profitability.Our business and the markets we operate in are rapidly evolving which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.We may n

187、ot grow at the rates we historically have achieved or at all,even if our key metrics may indicate growth,which could have a material adverse effect on the market price of our common stock.We may experience difficulties in managing our growth and expanding our operations.Risks Related to our Business

188、 and IndustryRapid technological change in our industry presents us with significant risks and challenges.We operate in a competitive industry,and if we are not able to compete effectively,our business,financial condition and results of operations will be harmed.If we are unable to secure clients co

189、ntract renewals,our business,financial condition and results of operations will be harmed.The future growth and profitability of our business will depend in large part upon the effectiveness and efficiency of our marketing efforts,and our ability to develop brand awareness cost-effectively.We may be

190、 unsuccessful in achieving broad market education and changing consumer purchasing habits.Our growth depends in part on the success of our strategic relationships with third parties that we provide services to.Our virtual behavioral healthcare strategies depend on our ability to maintain and expand

191、our network of therapists,psychiatrists and other providers.If we are unable to do so,our future growth would be limited and our business,financial condition and results of operations would be harmed.Developments affecting spending by the healthcare industry could adversely affect our business.Negat

192、ive media coverage and social media engagement could adversely affect our business.We may become subject to medical liability claims,which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.A decline in the prevalence of enterprise-

193、sponsored healthcare or the emergence of new technologies may adversely impact our DTE business or require us to expend significant resources in order to remain competitive.We rely on third-party platforms such as the Apple Store and the Google Play App Store,to distribute our platform and offerings

194、.We rely on data center providers,Internet infrastructure,bandwidth providers,third-party computer hardware and software,other third parties and our own systems for providing services to our clients and members,and any failure or interruption in the services provided by these third parties or our ow

195、n systems could expose us to litigation and negatively impact our relationships with clients and members,adversely affecting our bran and our business.12Table of ContentsIf our or our vendors security measures fail or are breached and unauthorized access to a clients data or information systems is o

196、btained,our services may be perceived as insecure,we may incur significant liabilities,our reputation may be harmed,and we could lose sales,clients and members.There may be adverse tax,legal and other consequences if the employment status of providers on our platform is challenged.Changes in consume

197、r sentiment or laws,rules or regulations regarding the use of cookies,artificial intelligence technologies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect propriet

198、ary data on consumer behavior.Certain U.S.state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities and assert we are required to collect sales and use taxes.

199、Our ability to use our net operating losses and certain other attributes may be subject to certain limitations.We depend on our senior management team,and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled and diverse employees cou

200、ld adversely affect our business.We may acquire other companies or technologies,which could divert our managements attention,result in dilution to our stockholders and otherwise disrupt our operations and we may have difficulty integrating any such acquisitions successfully or realizing the anticipa

201、ted benefits therefrom,any of which could have a material adverse effect on our business,financial condition and results of operations.Inflation and increased interest rates may increase our operating and capital costs.Risks Related to our Legal and Regulatory EnvironmentOur business could be advers

202、ely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.Evolving government regulations may result in increased costs or adversely affect our results of operations.We are dependent on our relation

203、ships with affiliated professional entities,which we do not own,to provide physician and other professional services,and our business,financial condition and our ability to operate in certain jurisdictions would be adversely affected if those relationships were disrupted or if our arrangements with

204、our providers or clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.The impact on us of ongoing healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown,but may adversely affect our busine

205、ss,financial condition and results of operations.We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations,we could incur penalties or be required to make significant changes to our operations or experience adverse publicity,which could h

206、ave a material adverse effect on our business,financial condition,and results of operations.Our use and disclosure of personal information,including protected health information(PHI),personal data,and other health information,is subject to state,federal or other privacy and security regulations,and

207、our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and,in turn,a material adverse effect on our client base and member bases and revenue.We may be exposed to compliance obligations and risks under an

208、ti-corruption,export controls and economic sanctions laws and regulations of the United States and applicable non-U.S.jurisdictions,and any instances of noncompliance could have a material adverse effect on ourreputation and the results of our operations.Risks Related to our Intellectual PropertyAny

209、 failure to protect,enforce or defend our intellectual property rights could impair our ability to protect our technology and our brand.Third parties may challenge the validity of our trademarks and patents or oppose trademark and patent applications.Companies with other patents could require us to

210、stop using or pay to use required technology.We could incur substantial costs as a result of any claim of infringement of another partys intellectual property rights.13Table of ContentsOur proprietary software may not operate properly,which could damage our reputation,give rise to claims against us

211、or divert application of our resources from other purposes,any of which could harm out business,financial conditions and results of operations.We may enter into collaborations,in-licensing arrangements,joint ventures,strategic alliances or partnerships with third-parties that may not result in the d

212、evelopment of commercially viable solutions or the generation of significant future revenues.Risks Related to Ownership of our Common Stock,our Warrants and Operating as a Public CompanyWe continue to incur costs and devote continued management time as a result of operating as a public company.If we

213、 fail to maintain effective internal control over financial reporting in the future,our ability to produce accurate and timely financial statements could be impaired,which may adversely affect investor confidence in us and,as a result,the value of our common stock.Delaware law and our organizational

214、 documents contain certain provisions,including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.The provision of our certificate of incorporation requiring exclusive forum

215、 in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.Future sales and resales of our common stock may cause the market price of our securities to d

216、rop significantly,even if our business is doing well.An investors percentage of ownership in the Company may be diluted in the future.We do not intend to pay cash dividends for the foreseeable future.You may only be able to exercise your public warrants on a“cashless basis”under certain circumstance

217、s,and if you do so,you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50%of the then out

218、standing public warrants.As a result,the exercise price of your warrants could be increased,the exercise period could be shortened and the number of common stock purchasable upon exercise of a warrant could be decreased,all without your approval.The Warrant Agreement designates the courts of the Sta

219、te of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,which could limit the ability of warrant holders to obtain a favorable judicial forum

220、 for disputes with us.We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you,thereby making your warrants worthless.RISKS RELATED TO OUR OPERATING RESULTS AND EARLY STAGE OF GROWTH We have a history of losses and we may never achieve or sustain profita

221、bility.Though our losses have narrowed in 2023,we have incurred significant losses in each period since our inception.These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and members and to develop our technology platform.To date,we have derived a s

222、ubstantial majority of our revenue from clients and members who pay for access to our virtual behavioral health platform,and our longer-term results of operations and continued growth will depend on our ability to successfully grow our revenue from existing clients and members,to acquire new potenti

223、al future clients and develop and market new virtual behavioral health products and services that are attractive to our clients and members.We intend to continue scaling our business to increase our client,member and provider bases,broaden the scope of services we offer,invest in research and develo

224、pment and expand the applications of our technology through which clients and members can access our services.Accordingly,we expect to make increased investments to support accelerated growth and the required investment to 14Table of Contentsscale our provider network,we also expect increased effici

225、encies and economies of scale.These efforts may prove more expensive than we currently anticipate,and we may not succeed in increasing our revenue sufficiently to offset these expenses.In addition,our results of operations would also suffer if our innovations are not responsive to the needs of our c

226、lients and members,appropriately timed with market opportunity,effectively brought to market or do not achieve market acceptance.We cannot assure you that we will achieve profitability in the future or that,if we do become profitable,we will be able to sustain or increase profitability.As a result o

227、f these factors,we may need to raise additional capital through debt or equity financing in order to fund our operations,and such capital may not be available on reasonable terms,if at all.Our business and the markets we operate in are rapidly evolving,which makes it difficult to evaluate our future

228、 prospects and the risks and challenges we may encounter.Our business and the markets we operate in are rapidly evolving which makes it difficult to evaluate and assess the success of our business to date,our future prospects,our business strategy and the risks and challenges that we may encounter.T

229、hese risks and challenges include our ability to:Retain our existing clients and members that subscribe to our subscription offerings and utilize our services and to attract new clients and members to our platform and subscription offerings and position our platform as a convenient and accepted way

230、to access therapy and psychiatry;convince new and existing clients and members to rapidly adopt new offerings on our platform;attract and retain providers for inclusion in our platform;comply with existing and new laws and regulations applicable to our business and in our industry,as well as additio

231、nal laws that may be applicable to new service offerings;anticipate and respond to macroeconomic changes,and industry pricing benchmarks and changes in the markets in which we operate;react to challenges from existing and new competitors;maintain and enhance the value of our reputation and brand;mai

232、ntain and improve the infrastructure underlying our platform,including our apps and websites and with respect to data protection,intellectual property,use of artificial intelligence and cybersecurity;and successfully update our platform,including expanding our platform and offerings into different h

233、ealthcare products and services,develop and update our software,apps,features,offerings and services to benefit our clients and members and enhance their experience.If we fail to understand fully or adequately address the challenges that we are currently encountering or that we may encounter in the

234、future,including those challenges described here and elsewhere in this“Risk Factors”section,our business,financial condition and results of operations could be adversely affected.If the risks and uncertainties that we plan for when operating our business are incorrect or change,if we choose the wron

235、g strategic direction,or if we fail to manage these risks successfully,our results of operations could differ materially from our expectations and our business,financial condition and results of operations could be adversely affected.We may not grow at the rates we historically have achieved or at a

236、ll,even if our key metrics may indicate growth,which could have a material adverse effect on the market price of our common stock.We have experienced significant growth in the last several years,and therefore our recent revenue growth rate and financial performance should not be considered indicativ

237、e of our future performance.From 2021 to 2022 and 2022 to 2023,our revenues grew at a compound annual rate of 5.2%and 25.5%,respectively.In addition,as a result of the COVID-19 pandemic,we experienced a significant increase in revenue,which increases we have managed to maintain for the time being.Yo

238、u should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue,revenue growth,key business metrics,or key business metrics growth in future periods.In particular,our revenue growth rate has fluctuated in prior periods.Our future

239、growth will depend,in part,on our ability to grow our revenue from existing clients and members,to acquire potential future clients and members,especially our Payor and DTE clients,and to expand our client,member and provider bases.We can provide no assurances that we will be successful in executing

240、 on these growth strategies or that,even if our key metrics would indicate future growth,we will continue to grow our revenue or to generate net income.Our ability to execute on our existing sales pipeline,create additional sales pipelines,and expand our client and member bases depends on,among othe

241、r things,the attractiveness of our services relative to those offered by our competitors,our ability to demonstrate the value of our existing and future services,and our ability to attract and retain a sufficient number of qualified sales and 15Table of Contentsmarketing leadership and support perso

242、nnel.In addition,our existing clients and members may be slower to adopt our services than we currently anticipate,which could adversely affect our results of operations and growth prospects.We may experience difficulties in managing our growth and expanding our operations.We expect to experience si

243、gnificant growth in the scope of our operations.Our ability to manage our operations and future growth will require us to continue to improve our operational,financial and management controls,compliance programs and reporting systems.We may not be able to implement improvements in an efficient or ti

244、mely manner and may discover deficiencies in existing controls,programs,systems and procedures,which could have an adverse effect on our business,reputation and financial results.If we fail to maintain effective internal control over financial reporting in the future,our ability to produce accurate

245、and timely financial statements could be impaired,which may adversely affect investor confidence in us and,as a result,the value of our common stock.Additionally,rapid growth in our business may place a strain on our human and capital resources as well as our systems and controls.RISKS RELATED TO OU

246、R BUSINESS AND INDUSTRY Rapid technological change in our industry presents us with significant risks and challenges.The virtual behavioral health market is characterized by rapid technological change,changing consumer requirements,short product lifecycles and evolving industry standards.Our success

247、 will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new client and member populations.There is no guarantee that we will possess the resources,either financial orpersonnel,for the research,design and dev

248、elopment of new applications or services,or that we will be able to utilize these resources successfully and avoid technological or market obsolescence.Further,there can be no assurance that technological advances by one or more of our competitors or future competitors,including advancements in arti

249、ficial intelligence and machine-learning,will not result in our present or future software-based products and services becoming uncompetitive or obsolete.We operate in a competitive industry,and if we are not able to compete effectively,our business,financial condition and results of operations will

250、 be harmed.While the virtual behavioral health market is in an early stage of development,it is competitive and we expect it to attract increased competition,which could make it difficult for us to succeed.We currently face competition from a range of companies,including specialized software and sol

251、ution providers that offer similar solutions and that are continuing to develop additional products and becoming more sophisticated and effective.These competitors include American Well Corporation,Teladoc,Lyra Health and Spring Health,among other small industry participants.In addition,large,well-f

252、inanced health systems and health plans have in some cases developed their own telehealth and teletherapy tools and may provide these solutions to their consumers at discounted prices.Competition may also increase from large technology companies,such as Apple,Amazon,Meta,Google,Verizon,or Microsoft,

253、who may wish to develop their own virtual behavioral health solutions,as well as from large retailers like Amazon or Walmart.Competition from large software companies or other specialized solution providers,health systems and health plans,communication tools and other parties could result in continu

254、ed pricing pressures,which is likely to lead to price declines in certain product segments,which could negatively impact our sales,profitability and market share.Some of our competitors may have greater name recognition,longer operating histories and significantly greater resources than we do.Furthe

255、r,our current or potential competitors may be acquired by third parties with greater available resources.As a result,our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities,technologies,standards or consumer requirements and may have the abili

256、ty to initiate or withstand substantial price competition.In addition,current and potential competitors have established,and may in the future establish,cooperative relationships with vendors of complementary products,technologies or services to increase the availability of their solutions in the ma

257、rketplace.Accordingly,new competitors or alliances may emerge that have greater market share,a larger consumer base,more widely adopted proprietary technologies,greater marketing expertise,greater financial resources and larger sales forces than we have,which could put us at a competitive disadvanta

258、ge.16Table of ContentsWe also expect our competitors to continue to improve their technology infrastructure,including with the use of artificial intelligence(“AI”)and machine learning solutions,to interact with clients,members and insurance companies,sell their services,utilize(and even monetize)the

259、ir data and support and grow their client base.Our ability to innovate our own technology infrastructure and appropriately address user experience will affect our ability to compete.Many healthcare provider organizations are consolidating to create integrated healthcare delivery systems with greater

260、 market power.As provider networks and managed care organizations consolidate,thus decreasing the number of market participants,competition to provide products and services like ourscould become more intense,and the importance of establishing and maintaining relationships with key industry participa

261、nts could increase.These industry participants may try to use their market power to negotiate price reductions for our products and services.In light of these factors,even if our solution is more effective than those of our competitors,current or potential clients and members may accept competitive

262、solutions in lieu of purchasing our solution.If we are unable to successfully compete in the virtual behavioral health market,our business,financial condition and results of operations could be materially adversely affected.This risk is amplified by the Company deriving a significant portion of its

263、revenues from a limited number of customers.For the years ended December 31,2022 and 2023,two customers represented 10%or more of the Companys total revenue.The loss of business from either of the Companys significant customers,as a result of competition,customer needs,or other factors beyond the Co

264、mpanys control,could have a material adverse effect on our business,financial condition and results of operations.If we are unable to secure clients contract renewals,our business,financial condition and results of operations will be harmed.We currently generate most of our revenues from our Payor a

265、nd DTE clients which contracts are one to three years in length.Consumer subscriptions generally have stated initial terms of one-to-six months and members may cancel their subscription at any time and will receive a pro-rata refund for the subscription price.Most of our clients and members have no

266、obligation to renew their subscriptions for our services after the initial term expires.In addition,our clients may negotiate terms less advantageous to us upon renewal,which may reduce our revenue from these clients.Additionally,our future results of operations depend,in part,on our ability to expa

267、nd our services and offerings,including broadening our continuum of care.If our clients and members fail to renew their contracts,renew their contracts upon less favorable terms or at lower fee levels or fail to purchase new products and services from us,our revenue may decline or our future revenue

268、 growth may be constrained.Additional factors that could affect our ability to sell products and services include,but are not limited to:price,performance and functionality of our solution;availability,price,performance and functionality of competing solutions;our ability to develop and sell complem

269、entary products and services;stability,performance and security of our hosting infrastructure and hosting services;and changes in healthcare marketing laws,regulations or trends.Any of these consequences could lower retention and have a material adverse effect on our business,financial condition and

270、 results of operations.The future growth and profitability of our business will depend in large part upon the effectiveness and efficiency of our marketing efforts,and our ability to develop brand awareness cost-effectively.We believe that developing and maintaining widespread awareness of our brand

271、 in a cost-effective manner is critical to achieving widespread adoption of our solution and attracting new clients and members.Our brand promotion activities may not generate consumer awareness or increase revenue,and even if they do,any increase in revenue may not offset the expenses we incur in b

272、uilding our brand.If we fail to successfully promote and maintain our brand,or incur substantial expenses in doing so,we may fail to attract or retain clients and members necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness that is criti

273、cal for broad adoption of our brands.17Table of ContentsWe may be unsuccessful in achieving broad market education and changing consumer purchasing habits.Our success and future growth largely depend on our ability to increase consumer awareness of virtual behavioral therapy in general and our platf

274、orm andofferings,in particular,and on the willingness of current and potential clients and members to utilize our platform to access information and behavioral health services.We believe the vast majority of consumers make purchasing decisions for behavioral health services on the basis of tradition

275、al factors,such as insurance coverage.This traditional decision-making process does not always account for restrictive and complex insurance plans,high deductibles,expensive co-pays and other factors,such as discounts or savings available at alternative therapists or practices.To effectively market

276、our platform,we must educate consumers about the various purchase options and the benefits of using Talkspace for behavioral healthcare,including when such services may not be covered by their health insurance benefits.We focus our marketing and education efforts on potential clients,members and oth

277、er consumers,but also aim to educate and inform healthcare providers and other participants that interact with consumers,including at the point of purchase.However,we cannot assure you that we will be successful in changing consumer purchasing habits or that we will achieve broad market education or

278、 awareness among consumers.Even if we are able to raise awareness among consumers,they may be slow in changing their habits and may be hesitant to use our platform for a variety of reasons.If we fail to achieve broad market education of our platform and/or the options for purchasing healthcare produ

279、cts and services,or if we are unsuccessful in changing consumer purchasing habits,our business,financial condition and results of operations would be adversely affected.Our growth depends in part on the success of our strategic relationships with third parties that we provide services to.In order to

280、 grow our business,we anticipate that we will continue to depend on our existing and future relationships with third parties,such as third-party payors,including government agencies,as well as our ability to expand our Payor and DTE business with health plan clients and enterprises that we provide s

281、ervices to.Identifying potential clients,and negotiating and documenting relationships with them,requires significant time and resources.Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to,or utilizati

282、on of,our products and services.In addition,acquisitions of our clients by our competitors could result in a decrease in the number of our current and potential clients and members,as our clients may no longer facilitate the adoption of our applications by potential members.If we are unsuccessful in

283、 establishing or maintaining our relationships with third parties that we provide services to,our ability to compete in the marketplace or to grow our revenue could be impaired and our results of operations may suffer.Even if we are successful,we cannot assure you that these relationships will resul

284、t in increasedclient use of our services or increased revenue.Our virtual behavioral healthcare strategies depend on our ability to maintain and expand our network of therapists,psychiatrists and other providers.If we are unable to do so,our future growth would be limited and our business,financial

285、condition and results of operations would be harmed.Our success is dependent upon our continued ability to grow and maintain a network of highly trained and qualified therapists,psychiatrists and other providers,especially since our providers are generally not exclusive to our platform.If we are una

286、ble to recruit and retain licensed therapists,psychiatrists and other providers,it would have a material adverse effect on our business and ability to grow and would adversely affect our results of operations.In any particular market,providers could demand higher payments or take other actions that

287、could result in higher medical costs,less attractive service for our clients or members or difficulty meeting regulatory or accreditation requirements.The ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us

288、,such as state therapist or psychiatrist licensing laws and standard of care requirements,and other pressures on healthcare providers and consolidation activity among hospitals,physician groups and healthcare providers.Our failure to maintain or to secure new cost-effective provider contracts may re

289、sult in a loss of or inability to grow our client and member bases,higher costs,less attractive services for our clients and members and/or difficulty in meeting regulatory or accreditation requirements,any of which could have a material adverse effect on our business,financial condition and results

290、 of operations.18Table of ContentsDevelopments affecting spending by the healthcare industry could adversely affect our business.The U.S.healthcare industry has changed significantly in recent years,and we expect that significant changes will continue to occur.General reductions in expenditures by h

291、ealthcare industry participants could result from,among other things:government regulations or private initiatives that affect the manner in which healthcare providers interact with patients,payors or other healthcare industry participants,including changes in pricing or means of delivery of healthc

292、are products and services;consolidation of healthcare industry participants;federal amendments to,lack of enforcement or development of applicable regulations for,or repeal of The Patient Protection and Affordable Care Act,as amended by the Health Care and Education Reconciliation Act(the“Affordable

293、 Care Act”or the“ACA”);reductions in government funding for healthcare;and adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants.Any of these changes in healthcare spending could adversely affect our revenue.Even if gene

294、ral expenditures by industry participants remain the same or increase,developments in the healthcare industry may result in reduced spending in some or all of the specific market segments that we serve now or in the future.We cannot assure you that the demand for our solutions and services will cont

295、inue to exist at current levels or that we will have adequate technical,financial,and marketing resources to react to changes in the healthcare industry.Negative media coverage and social media engagement could adversely affect our business.We receive a substantial amount of media coverage in the Un

296、ited States.Unfavorable publicity regarding,among others,the healthcare industry,litigation or regulatory activity,the actions of the entities included or otherwise involved in our platform,virtual behavioral health services included on our platform or by other industry participants,our data privacy

297、 or data security practices,or our platform could materially adversely affect our reputation.In addition,from time to time,news media outlets have provided negative coverage regarding our platform and privacy practices and any such negative media coverage,regardless of the accuracy of such reporting

298、,may have an adverse impact on our business and reputation,as well as have an adverse effect on our ability to attract and retain clients,members,other consumers,or employees,and result in decreased revenue,which would materially adversely affect our business,financial condition and results of opera

299、tions.Our clients and members may engage with us online through our social media pages,including,for example,our presence on Facebook,Instagram and Twitter,by providing feedback and public commentary about all aspects of our business.Information concerning us or our platform and offerings,whether ac

300、curate or not,may be posted on social media pages at any time and may have a disproportionately adverse impact on our brand,reputation or business.The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business,financia

301、l condition,results of operations and prospects.We may become subject to medical liability claims,which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.Our overall business entails the risk of medical liability claims.Although TP

302、N and our affiliated professionals carry or will carry insurance covering medical malpractice claims in amounts that we believe are appropriate in light of the risks attendant to the services rendered,successful medical liability claims could result in substantial damage awards that exceed the limit

303、s of the insurance coverage.TPN carries or will carry professional liability insurance for itself and each of its healthcare professionals(our providers).Additionally,all of our network providers that contract or will contract with TPN separately carry or will carry professional liability insurance

304、for itself and its healthcare professionals.Professional liability insurance is expensive and insurance premiums may increase significantly in the future,particularly as we expand our services through TPN and our affiliated professionals.As a result,adequate professional liability insurance may not

305、be available to TPN and our affiliated professionals in the future at acceptable costs or at all,which may negatively impact TPN and our affiliated professionals to provide services to our members,and thereby adversely affect our overall business and operations.19Table of ContentsAny claims made aga

306、inst TPN or our affiliated professionals that are not fully covered by insurance could be costly to defend against,result in substantial damage awards,and divert the attention of our management and our affiliated professional entities from our operations,which could have a material adverse effect on

307、 our business,financial condition and results of operations.In addition,any claims may adversely affect our business or reputation.A decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE business or require us to expend signifi

308、cant resources in order to remain competitive.The U.S.healthcare industry is massive,with a number of large market participants with conflicting agendas,and it is subject to significant government regulation and is currently undergoing significant change.Some experts have predicted that future healt

309、hcare reform will encourage enterprise-sponsored health insurance to become significantly less prevalent as enterprise members migrate to obtain their own insurance over the state-sponsored insurance marketplaces.Were this to occur,there is no guarantee that we would be able to compensate for the lo

310、ss in revenue from enterprises by increasing sales of our solution to health insurance companies or to individuals or government agencies.In such a case,our results of operations would be adversely impacted.We rely on third-party platforms such as the Apple App Store and Google Play App Store,to dis

311、tribute our platform and offerings.Our apps are accessed and operated through third-party platforms or marketplaces,including the Apple App Store and Google Play App Store,which also serve as significant online distribution platforms for our apps.As a result,the expansion and prospects of our busine

312、ss and our apps depend on our continued relationships with these providers and any other emerging platform providers that are widely adopted by consumers.We are subject to the standard terms and conditions that these providers have for application developers,which govern the content,promotion,distri

313、bution and operation of apps on their platforms or marketplaces,and which the providers can change unilaterally on short or no notice.Thus,our business could suffer materially if platform providers change their standard terms and conditions,interpretations or other policies and practices in a way th

314、at is detrimental to us or if platform providers determine that we are in violation of their standard terms and conditions and prohibit us from distributing our apps on their platforms.In addition,our business would be harmed if the providers discontinue or limit our access to their platforms or mar

315、ketplaces;the platforms or marketplaces decline in popularity;the platforms modify their algorithms,communication channels available to developers,respective terms of service or other policies,including fees;the providers adopt changes or updates to their technology that impede integration with othe

316、r software systems or otherwise require us to modify our technology or update our apps in order to ensure that consumers can continue to access and use our virtual behavioral health services.We could be adversely impacted if we fail to create compatible versions of our apps in a timely manner,or if

317、we fail to establish a relationship with suchalternative providers.Likewise,if our current providers alter their operating platforms,we could be adversely impacted as our offerings may not be compatible with the altered platforms or may require significant and costly modifications in order to become

318、 compatible.In the past,some of these platforms or marketplaces have been unavailable for short periods of time.If this or a similar event were to occur on a short-or long-term basis,or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers to download or

319、 access our apps and other information,it could have a material adverse effect on our brand and reputation,as well as our business,financial condition and operating results.We rely on data center providers,Internet infrastructure,bandwidth providers,third-party computer hardware and software,other t

320、hird parties and our own systems for providing services to our clients and members,and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with clients and members,adversely affecting our

321、 brand and our business.We serve all of our clients and members from third party interconnection and data centers,such as Amazon Web Services.While we control and have access to our servers,we do not control the operation of these facilities.The cloud vendors and the owners of our data center facili

322、ties have no obligation to renew their agreements with us on commercially reasonable terms,or at all.If we are unable to renew these agreements on commercially reasonable terms,or if one of our cloud vendors or data center operators is acquired,we may be required to transfer our servers and other in

323、frastructure to a new vendor or a new data center facility,and we may incur significant costs and possible service interruption in connection with doing so.Problems faced by our cloud vendors or third-party data center locations with the telecommunications network providers with whom we or they cont

324、ract,20Table of Contentsor with the systems by which our telecommunications providers allocate capacity among their clients,including us,could adversely affect the experience of our clients and members.Our third-party data center operators could decide to close their facilities without adequate noti

325、ce.In addition,any financial difficulties,such as bankruptcy faced by our cloud vendors or third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business,the nature and extent of which are difficult to predict.Additionally,i

326、f our cloud or data center vendors are unable to keep up with our growing needs for capacity,this could have an adverse effect on our business.For example,a rapid expansion of our business could affect the service levels at our cloud vendors or data centers or cause such data centers and systems to

327、fail.Any changes in third-party service levels at our data centers or any disruptions or other performance problems with our solution could adversely affect our reputation and may damage our clients and members stored files or result in lengthy interruptions in our services.Interruptions in our serv

328、ices may reduce our revenue,cause us to issue refunds to clients and members for prepaid and unused subscriptions,as well as loss of revenue related to service level credits and uptime,subject us to potential liability or adversely affect client retention.In addition,our ability to deliver our Inter

329、net-based services depends on the development and maintenance of the infrastructure of the Internet by third parties.This includes maintenance of a reliable network backbone with the necessary speed,data capacity,bandwidth capacity and security.Our services are designed to operate without interrupti

330、on in accordance with our service level commitments.However,we have experienced,and expect that we may experience in the future,interruptions and delays in services and availability from time to time.In the event of a catastrophic event with respect to one or more of our systems,we may experience an

331、 extended period of system unavailability,which could negatively impact our relationship with clients and members.We also rely on computer hardware purchased and software licensed from third parties in order to offer our services.These licenses are generally commercially available on varying terms.H

332、owever,it is possible that this hardware and software may not continue to be available on commercially reasonable terms,or at all.Any loss of the right to use any of this hardware or software could result in delays in the provisioning of our services until equivalent technology is either developed b

333、y us,or,if available from third parties,is identified,obtained and integrated.Our ability to rely on these services of third-party vendors could be impaired as a result of the failure of such providers to comply with applicable laws,regulations and contractual covenants,or as a result of events affecting such providers,such as power loss,telecommunication failures,software or hardware errors,compu