Form of Partner/Third Party/Vendor Template Communication

Exhibit 99.3

[CONFIDENTIAL]

Form of Partner/Third Party/Vendor Template Communication

This filing relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent” or “Virtual Therapeutics”) a Delaware corporation, Alpha Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Parent, and Xxxxx, Inc. (the “Company” or “Xxxxx”).

Subject: Exciting News: Xxxxx to Combine with Virtual Therapeutics

Dear NAME,

Today we announced exciting news about the future of our company. Xxxxx has agreed to combine with Virtual Therapeutics Corporation, with the combined company aimed at creating a more diversified leading digital health company.

By way of background, Virtual Therapeutics is a leading digital health company developing VR-based applications to improve mental health in the workplace using immersive technology, evidence-based techniques, and engaging content. Virtual Therapeutics’ platform provides a suite of solutions through virtual reality technology to relieve chronic stress, anxiety and depression to improve productivity and job satisfaction.

The proposed combination brings together two highly complementary and user-centric businesses to create new opportunities for the combined company.  Combining Xxxxx with Virtual Therapeutics will give us a stronger foundation to achieve our longstanding goal of bringing innovative digital therapeutics to more users.

It is important to keep in mind that today’s announcement is just the first step toward officially bringing Xxxxx and Virtual Therapeutics together. We currently expect to close the transaction in the third quarter of 2024, subject to the necessary approvals and satisfaction of the closing conditions in the Merger Agreement. Until then, Xxxxx and Virtual Therapeutics will remain separate companies. We are operating and working with you as we always have.

We greatly value our relationship and look forward to continuing our work together as we enter this next chapter. We will keep you updated as much as we can about any developments that may be of interest as the transaction progresses. Of course, I am also available, as always, if you have any questions.

Thank you for your continued partnership and support.

NAME

TITLE

Forward-looking Statements

This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Xxxxx, Inc. (“Xxxxx”). This communication includes express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Xxxxx. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.

These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Xxxxx to terminate the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent and Xxxxx, or at all; the risk that Xxxxx may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related to the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the manner described or at all. A more complete description of these and other material risks can be found in Xxxxx’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxx. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding the proposed transaction.

Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

Additional Information and Where to Find It

The tender offer for all of the outstanding shares of common stock of Xxxxx referenced in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Xxxxx, nor is it a substitute for the tender offer materials that Parent, Purchaser or Xxxxx will file with the SEC. The solicitation and offer to buy the common stock of Xxxxx will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file with the SEC a Tender Offer Statement on Schedule TO, and thereafter Xxxxx will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. XXXXX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF XXXXX SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as well as the Solicitation/Recommendation Statement will be made available to all stockholders of Xxxxx at no expense to them and will also be made available for free at the SEC’s website at xxx.xxx.xxx. Additional copies may be obtained for free by contacting either Parent or Xxxxx. Copies of the documents filed with the SEC by Xxxxx will be available free of charge on Xxxxx’s website at xxx.Xxxxxxxxxxxxxxxx.xxx or by contacting Xxxxx’s Investor Relations Department at XxxxxxxxXxxxxxxxx@Xxxxxxxxxxxxxxxx.xxx or XX@Xxxxxxxxxxxxxxxx.xxx.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Xxxxx files annual, quarterly and current reports and other information with the SEC. Xxxxx’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at xxxx://xxx.xxx.xxx.