Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Talkspace, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||
2021 Incentive Award Plan | Equity | Common stock, par value $0.0001 per share | Other | 7,642,436 (2) | $1.47 (4) | $11,234,380.92 | $92.70 per $1,000,000 | $1,041.43 | ||||||||||||
2021 Employee Stock Purchase Plan | Equity | Common stock, par value $0.0001 per share | Other | 1,528,487 (3) | $1.47 (4) | $2,246,875.89 | $92.70 per $1,000,000 | $208.29 | ||||||||||||
| Total Offering Amounts | $13,481,256.81 | $1,249.71 | ||||||||||||||||||
| Total Fee Offsets (5) | $0.00 | |||||||||||||||||||
| Net Fee Due | $1,249.71 | |||||||||||||||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of an additional 7,642,436 shares issuable under the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan. |
| (3) | Consists of an additional 1,528,487 shares issuable under the Talkspace, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) pursuant to the terms of the 2021 ESPP. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Talkspace, Inc.’s (the “Registrant”) common stock as reported on The Nasdaq Global Select Market on March 3, 2022. |
| (5) | The Registrant does not have any fee offsets. |
