Basic Stats
| CIK | 1803901 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Talkspace, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 5, 2025 |
2025 Second Quarter Earnings Presentation August 5, 2025 Exhibit 99.2 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our f |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 5, 2025 |
Exhibit 99.1 Talkspace Announces Second Quarter 2025 Results 2Q 2025 Total revenue grew 18% year-over-year to $54.3 million driven by 35% year-over-year growth in Payor revenue 2Q 2025 Net loss of $0.5 million and adjusted EBITDA1 of $2.3 million 2Q 2025 Share repurchases of $1.4 million NEW YORK, New York - August 5, 2025 – Talkspace, Inc. (“Talkspace” or the “Company”) (NASDAQ: TALK), today repo |
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| June 23, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 6, 2025 |
Exhibit 99.1 Talkspace Announces First Quarter 2025 Results 1Q 2025 Total revenue grew 15% year-over-year to $52.2 million driven by 33% year-over-year growth in Payor revenue 1Q 2025 Net income of $0.3 million and adjusted EBITDA1 of $2.0 million 1Q 2025 Share repurchases of $7.0 million NEW YORK, New York - May 6, 2025 – Talkspace, Inc. (“Talkspace” or the “Company”) (NASDAQ: TALK), today report |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 6, 2025 |
2025 First Quarter Earnings Presentation May 6, 2025 Exhibit 99.2 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our finan |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALKSPACE, INC. (Exact name of Registrant as specified in its charter) Delaware 84-4636604 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 622 Third Avenue, New York, New York 10017 (Address of principal executi |
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| March 13, 2025 |
Exhibit 107 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 |
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| March 12, 2025 |
Separation Agreement, dated May 17, 2024 by and between the Company and Jennifer Fulk. Exhibit 10.13 SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Separation Agreement and General Release of All Claims (the “Agreement”), dated as of May 17, 2024, is by and between Jennifer Fulk (“you”, “your” or “I”) and Talkspace LLC (the “Company”). WHEREAS, you and the Company have mutually agreed that your employment will be terminated pursuant to your Employment Agreement with the |
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| March 12, 2025 |
List of Subsidiaries of Talkspace, Inc. Exhibit 21.1 Subsidiaries of Talkspace, Inc. As of December 31, 2024 Legal Name Jurisdiction of Incorporation Talkspace LLC Delaware Teenspace LLC Delaware Groop Internet Platform LTD Israel |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-393 |
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| March 12, 2025 |
Non-Employee Director Compensation Program. Exhibit 10.6 TALKSPACE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Talkspace, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non- Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid o |
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| March 12, 2025 |
Talkspace, Inc. Insider Trading Policy. Exhibit 19.1 Talkspace, Inc. Insider Trading Compliance Policy This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: • Section I provides an overview; • Section II sets forth the policies of the Company prohibiting insider trading; • Section III explains insider trading; • Section IV consists of procedures that have been put in place by the Company to prevent insider t |
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| February 20, 2025 |
2024 Fourth Quarter Earnings Presentation February 20, 2025 Exhibit 99.2 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding ou |
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| February 20, 2025 |
Exhibit 99.1 Talkspace Announces Fourth Quarter and Full Year 2024 Results Full-year 2024 total revenue grew 25% year-over-year to $187.6 million Full-year 2024 net income of $1.1 million and adjusted EBITDA1 of $7.0 million 4Q 2024 total revenue grew 15% year-over-year to $48.7 million 4Q 2024 net income of $1.2 million and adjusted EBITDA1 of $2.7 million NEW YORK, New York - February 20, 2025 – |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2025 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| January 15, 2025 |
Quality Mental Health Care for All Jon Cohen, M.D., CEO Ian Harris, CFO 2025 JP Morgan Healthcare Conference Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-lookin |
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| January 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| October 29, 2024 |
Exhibit 99.1 Talkspace Announces Third Quarter 2024 Results 3Q 2024 Total revenue grew 23% year-over-year, driven by 45% year-over-year growth in Payor revenue Increased 3Q 2024 GAAP Net income to $1.9 million from $4.4 million net loss year-over-year 3Q 2024 Adjusted EBITDA1 of $2.4 million NEW YORK, New York - October 29, 2024 – Talkspace, Inc. (“Talkspace” or the “Company”) (NASDAQ: TALK), toda |
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| October 29, 2024 |
2024 Third Quarter Earnings Presentation October 29, 2024 2024 Third Quarter Earnings Presentation October 29, 2024 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. |
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| August 8, 2024 |
Employment Offer Letter, dated as of May 17, 2024, by and between Talkspace, Inc. and Ian Harris. Exhibit 10.24 May 17, 2024 Ian Jiro Harris c/o Talkspace, Inc. 622 Third Avenue New York, NY 10017 Dear Ian, We are very pleased to offer you (“you” or “Employee”) the position of “Chief Financial Officer” (this “Position”) with Talkspace LLC (the “Company” or “Talkspace”), reporting direct to the Chief Executive Officer, with an anticipated start date of May 20, 2024 (“Start Date”). This offer of |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 6, 2024 |
EX-99.2 3 talk-ex992.htm EX-99.2 2024 Second Quarter Earnings Presentation August 6, 2024 Exhibit 99.2 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, inc |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 6, 2024 |
Exhibit 99.1 Talkspace Announces Second Quarter 2024 Results 2Q 2024 Total revenue grew 29% year-over-year, driven by 62% year-over-year growth in Payor revenue Reduced GAAP Net loss to $0.5 million from $4.7 million year-over-year 2Q 2024 Adjusted EBITDA1 of $1.2 million Board approved an additional $25 million share repurchase program NEW YORK, New York - August 6, 2024 – Talkspace, Inc. (“Talks |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 20, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE May 20, 2024 Talkspace Announces CFO Transition, Appointing Ian Harris as New CFO New York, NY – Today Talkspace (NASDAQ: TALK), a leading online behavioral health care company, announced the appointment of Ian Harris, a seasoned investment leader who currently oversees investor strategy and relations at the Company, as Chief Financial Officer. The Company has al |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents first quarter UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 7, 2024 |
Exhibit 99.1 Talkspace Announces First Quarter 2024 Results 1Q 2024 Total revenue grew 36% year-over-year 1Q 2024 Payor revenue grew 92% year-over-year Reduced GAAP Net loss to $1.5 million from $8.8 million year-over-year Delivers first profitable quarter with Adjusted EBITDA1 of $0.8 million NEW YORK, New York - May 7, 2024 – Talkspace, Inc. (NASDAQ: TALK), today reported first quarter 2024 fina |
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| May 7, 2024 |
2024 First Quarter Earnings Presentation MAY 7, 2024 Exhibit 99.2 Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our finan |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2024 |
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 Equit |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALKSPACE, INC. (Exact name of Registrant as specified in its charter) Delaware 84-4636604 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 622 Third Avenue, New York, New York 10017 (Address of principal executi |
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| March 13, 2024 |
Talkspace, Inc. Clawback Policy. TALKSPACE, INC. CLAWBACK POLICY 1. POLICY In accordance with the applicable rules of Rule 5608 of the Nasdaq (“Nasdaq”) listing rules (the “Listing Rules”) and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) has adopted this Clawback Policy (this “Clawback Poli |
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| March 13, 2024 |
August 11, 2023 Dear Nikole, We are very pleased to offer you (“you” or “Employee”) the position of Chief Medical Officer (this “Position”) with Talkspace LLC (the “Company” or “Talkspace”), with an anticipated start date of November 15, 2023 (“Start Date”). |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-393 |
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| March 13, 2024 |
List of Subsidiaries of Talkspace, Inc. Exhibit 21.1 Subsidiaries of Talkspace, Inc. As of December 31, 2023 Legal Name Jurisdiction of Incorporation Talkspace LLC Delaware Groop Internet Platform LTD Israel |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| February 22, 2024 |
Exhibit 99.1 Talkspace Announces Fourth Quarter and Full Year 2023 Results 4Q 2023 Payor revenue grew 138% year-over-year 4Q 2023 Operating expenses of $23.6 million, down 37% year-over-year 4Q 2023 Net loss of $1.3 million; Adjusted EBITDA1 loss of $0.3 million, an improvement of 97% year-over-year Provides 2024 guidance with revenue $185-$195 million and adjusted EBITDA1 $4-$8 million Announces |
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| February 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| February 22, 2024 |
Exhibit 99.1 Talkspace Announces Fourth Quarter and Full Year 2023 Results 4Q 2023 Payor revenue grew 138% year-over-year 4Q 2023 Operating expenses of $23.6 million, down 37% year-over-year 4Q 2023 Net loss of $1.3 million; Adjusted EBITDA1 loss of $0.3 million, an improvement of 97% year-over-year Provides 2024 guidance with revenue $185-$195 million and adjusted EBITDA1 $4-$8 million Announces |
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| February 22, 2024 |
Feeling better starts with a single message 2023 Fourth Quarter Earnings Presentation FEBRUARY 22,2024 Exhibit 99. |
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| February 14, 2024 |
TALK / Talkspace, Inc. / Norwest Venture Partners XIII, LP - SC 13G/A Passive Investment SC 13G/A 1 tm245429d39sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Talkspace, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87427V103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| December 5, 2023 |
Talkspace Announces Appointment of Two New Independent Directors Exhibit 99.1 Talkspace Announces Appointment of Two New Independent Directors NEW YORK, Dec. 5, 2023 (GLOBE NEWSWIRE) – Talkspace, Inc. (NASDAQ:TALK) today announced the appointment of Swati Abbott and Liat Ben-Zur to its board of directors as new, independent directors, effective December 1, 2023. With the appointments of Mses. Abbott and Ben-Zur, the board has expanded from seven to nine members |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents first quarter UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| November 2, 2023 |
2023 Third Quarter Earnings Presentation November 2, 2023 Feeling better starts with a single message Exhibit 99. |
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| November 2, 2023 |
Exhibit 99.1 Talkspace Announces Third Quarter 2023 Results B2B payor revenue grew 132% year-over-year 3Q 2023 Operating expenses of $24.0 million, down 30% year-over-year Reduced Net Loss to $4.4 million and Adjusted EBITDA1 loss to $2.8 million, an improvement of 75% and 82% year-over-year, respectively NEW YORK, New York - November 2, 2023 – Talkspace, Inc. (NASDAQ: TALK), today reported third |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| October 6, 2023 |
TALK / Talkspace Inc / HARBOR SPRING MASTER FUND, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents first quarter UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 27, 2023 |
2023 Second Quarter Earnings Presentation July 27, 2023 Feeling better starts with a single message Exhibit 99. |
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| July 27, 2023 |
Exhibit 99.1 Talkspace Announces Second Quarter 2023 Results B2B payor revenue grew 135% year-over-year 2Q 2023 Operating expenses of $24.2 million, down 32% year-over-year Reduced Net Loss to $4.7 million and Adjusted EBITDA1 loss to $4.0 million, down 80% and 77% year-over-year, respectively Raises FY 2023 Revenue and Adjusted EBITDA guidance; Reaffirms break-even by end of 1Q 2024 NEW YORK, New |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 25, 2023 |
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Exhibit 99.1 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN RE TALKSPACE STOCKHOLDER DERIVATIVE LITIGATION Master File No. 1:22-cv-05016-PGG SUMMARY NOTICE OF PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION AND SETTLEMENT HEARING TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF TALKSPACE, INC. (“TALKSPACE” OR THE “COMPANY”) COMMON STOCK AS OF MAY 18, 2023. PLEASE NOTE TH |
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| July 25, 2023 |
Exhibit 99.2 Talkspace Announces Proposed Settlement of Stockholder Derivative Action Lawsuit NEW YORK, July 25, 2023 (GLOBE NEWSWIRE) - Talkspace (Nasdaq: TALK), a leading behavioral healthcare company, today announced that on June 30, 2023, the United States District Court for the Southern District of New York (the “Court”) issued an order providing for preliminary approval of the proposed settl |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 2, 2023 |
Exhibit 99.1 Talkspace Announces First Quarter 2023 Results B2B payor sessions grew 90% year-over-year 1Q 2023 Operating expenses of $25.8 million, down 29% year-over-year 1Q 2023 Net loss of $8.8 million; Narrowed Adjusted EBITDA1 loss to $6.4 million, down 28% sequentially Raises FY 2023 Revenue and Adjusted EBITDA guidance, now expects to reach break-even by 1Q 2024 NEW YORK, New York - May 2, |
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| May 2, 2023 |
2023 First Quarter Earnings Presentation May 2, 2023 Feeling better starts with a single message 2023 First Quarter Earnings Presentation May 2, 2023 Feeling better starts with a single message This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT No. 1 (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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| March 24, 2023 |
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 Equit |
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| March 24, 2023 |
As filed with the Securities and Exchange Commission on March 24, 2023 As filed with the Securities and Exchange Commission on March 24, 2023 Registration No. |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39314 (Commission Fil |
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| March 17, 2023 |
[PROPOSED] FINAL ORDER AND JUDGMENT Exhibit 99.1 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE TALKSPACE, INC. ) C.A. No. 2023-0271-LWW ) [PROPOSED] FINAL ORDER AND JUDGMENT WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Talkspace, Inc., the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-393 |
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| March 10, 2023 |
Exhibit 10.22 November 7, 2022 Jon R. Cohen MD 3 Lake Road North Great Neck, New York 11020 Dear Jon, Talkspace, Inc. (d.b.a. Talkspace) (the “Company”) is very pleased to offer you the position of Chief Executive Officer reporting to the Company's Board of Directors (the “Board”) with a start date of November 9, 2022 (your actual start date, the “Start Date”). This letter agreement (this “Agreeme |
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| March 10, 2023 |
List of Subsidiaries of Talkspace, Inc. Exhibit 21.1 Subsidiaries of Talkspace, Inc. As of December 31, 2022 Legal Name Jurisdiction of Incorporation Talkspace LLC Delaware Talkspace Network LLC Delaware Groop Internet Platform LTD Israel |
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| March 7, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE TALKSPACE, INC. ) ) C.A. No. 2023- VERIFIED PETITION FOR RELIEF UNDER 8 DEL. C. § 205 Petitioner Talkspace, Inc. (“Talkspace” or the “Company”) brings this petition (the “Petition”) for relief under Section 205 of the Delaware General Corporation Law (the “DGCL”): NATURE OF THE ACTION 1. The Company petitions this Court seeking s |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 7, 2023 (March 3, 2023) Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation or org |
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| February 22, 2023 |
2022 Fourth Quarter Earnings Presentation February 22, 2023 Feeling better starts with a single message This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| February 21, 2023 |
Exhibit 99.1 Talkspace Announces Fourth Quarter and Fiscal Year 2022 Results B2B payor sessions grew 56% year-over-year in FY 2022 4Q 2022 Run-rate operating expenses 1 of $25.4 million, down ~$9 million year-over-year 4Q 2022 Net loss of $18.3 million; adjusted EBITDA loss of $8.9 million, down 43% sequentially Provides FY 2023 revenue and adjusted EBITDA guidance NEW YORK, New York - February 21 |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2023 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| February 14, 2023 |
TALK / Talkspace, Inc. / REVOLUTION GROWTH III, LP - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1)* Talkspace, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 87427V103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing |
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| February 13, 2023 |
TALK / Talkspace, Inc. / Firstime Ventures G.P. Ltd. Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Talkspace, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87427V103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 7, 2023 |
TALK / Talkspace, Inc. / Spark Capital IV, L.P. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TALKSPACE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 87427V103 (CUSIP Number) Paul Conway Chief Financial Officer Spark Management Partners IV, LLC 200 Clarendon Street, Floor 59 Boston, MA 02116 (Name, Addr |
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| January 26, 2023 |
CORRESP 1 filename1.htm January 26, 2023 VIA EDGAR AND MAIL Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Michael Fay Brian Cascio, Accounting Branch Chief Re: Talkspace, Inc. Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”) Filed February 25, 2022 Response Dated December 22, 2022 File No. 001-39314 D |
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| January 6, 2023 |
TALK / Talkspace, Inc. / HARBOR SPRING MASTER FUND, LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| December 22, 2022 |
December 22, 2022 VIA EDGAR SUBMISSION Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Michael Fay Brian Cascio, Accounting Branch Chief Re: Talkspace, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed February 25, 2022 File No. 001-39314 Dear Mr. Fay: This letter is being submitted in response to the comment l |
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| November 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| November 14, 2022 |
Employment Agreement between Mr. Cohen and Talkspace, Inc. November 7, 2022 Jon R. Cohen MD 3 Lake Road North Great Neck, New York 11020 Via Email: [email protected] Dear Jon, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of Chief Executive Officer reporting to the Company's Board of Directors (the ?Board?) with a start date of November 9, 2022 (your actual start date, the ?Start Date?). This letter agr |
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| November 14, 2022 |
Talkspace Announces Jon Cohen, M.D. As Next Chief Executive Officer Talkspace Announces Jon Cohen, M.D. As Next Chief Executive Officer November 8, 2022 Seasoned Healthcare Executive Will Continue to Scale Company?s B2B Platform and Expand Member Base NEW YORK, Nov. 08, 2022 (GLOBE NEWSWIRE) - Talkspace (NASDAQ: TALK), a leading online behavioral health care company, today announced that it has appointed Dr. Jon R. Cohen, a board director since September 2022, as |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| November 8, 2022 |
Exhibit 99.1 Talkspace Reports 2022 Third Quarter and Nine Months Results Strong acceleration in B2B revenue growth Added ~9 million eligible lives and 10 new enterprise accounts in the quarter Meaningful actions taken to reduce operating expense run-rate and drive efficiencies NEW YORK, November 8, 2022 ? Talkspace, Inc. (Nasdaq: TALK), a leading virtual behavioral healthcare company, today repor |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| September 29, 2022 |
TALK / Talkspace, Inc. / HARBOR SPRING MASTER FUND, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39314 (Commission File Number) 84 |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 8, 2022 |
Exhibit 99.1 Talkspace Reports 2022 Second Quarter and First Half Results Second quarter and first half performance reflected strong B2B revenue growth Continued improvement in B2C operating performance and profitability Lowest quarterly operating expense run-rate in the last four quarters NEW YORK, August 8, 2022 ? Talkspace, Inc. (Nasdaq: TALK), a leading virtual behavioral healthcare company, t |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 4, 2022 |
DEFA14A 1 ny20004680x2defa14a.htm DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate bo |
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| August 4, 2022 |
DEF 14A 1 ny20004680x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check th |
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| July 11, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257686 PROSPECTUS FOR 77,096,102 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus relates to (i) the resale of 62,794,102 shares of common stock, par value $0.0001 per share (the ?common stock? or ?Talk |
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| July 5, 2022 |
As filed with the Securities and Exchange Commission on July 5, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 5, 2022 Registration No. |
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| May 17, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 3 (To Prospectus dated March 14, 2022) PROSPECTUS FOR 88,045,644 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| May 11, 2022 |
g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 5, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 2 (To Prospectus dated March 14, 2022) PROSPECTUS FOR 88,045,644 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39314 TALKSPACE |
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| May 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 3, 2022 |
Exhibit 99.1 Talkspace Reports 2022 First Quarter Results Revenue grew 11% year over year to $30 million Strong growth in B2B, with sessions growing 68% and eligible lives up 54% versus the prior year B2C customer acquisition metrics demonstrated improvement quarter-over-quarter NEW YORK, May 3, 2022 ? Talkspace, Inc. (Nasdaq: TALK), a leading virtual behavioral healthcare company, today reported |
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| May 3, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 1 (To Prospectus dated March 14, 2022) PROSPECTUS FOR 88,045,644 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| April 1, 2022 |
TALK / Talkspace, Inc. / HARBOR SPRING MASTER FUND, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 18, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257686 PROSPECTUS FOR 88,045,644 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus relates to (i) the resale of 65,180,872 shares of common stock, par value $0.0001 per share (the ?common stock? or ?Talk |
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| March 10, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on March 9, 2022 Registration No. |
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| March 7, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022 As filed with the Securities and Exchange Commission on March 4, 2022 Registration No. |
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| March 7, 2022 |
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 Equit |
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| February 25, 2022 |
EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the capital stock of Talkspace, Inc. (the ?Company?, ?we?, ?us?, and ?our?), and certain provisions of our second amended and restated certification of incorporation (the ?Certificate of Incorporation?), bylaws (the ?Bylaws?) and W |
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| February 25, 2022 |
Exhibit 10.20 Personal and Confidential December 6, 2021 Dear Samara Braunstein: As you know, Talkspace, Inc. (the ?Company?) recently announced changes to its management team. You are a valued member of our team, and in order to ensure your continued dedication during this time of transition, you are being offered the opportunity to receive a cash payment in the amount of $165,000 (the ?Retention |
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| February 25, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 10 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus date |
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| February 25, 2022 |
Employment Offer Letter, dated as of June 22, 2021, by and between Talkspace, Inc. and Gil Margolin. Exhibit 10.16 June 22, 2021 Dear Gil Margolin, Talkspace, Inc. (d.b.a. Talkspace) (the "Company") is very pleased to offer you the position of Chief Technology Officer reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Comp |
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| February 25, 2022 |
Exhibit 10.17 June 22, 2021 Dear Samara Braunstein, Talkspace, Inc. (d.b.a. Talkspace) (the "Company") is very pleased to offer you the position of Chief Marketing Officer reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the |
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| February 25, 2022 |
Retention Agreement, dated as of December 6, 2021, by and between Talkspace, Inc. and Gil Margolin. Exhibit 10.19 Personal and Confidential December 6, 2021 Dear Gil Margolin: As you know, Talkspace, Inc. (the ?Company?) recently announced changes to its management team. You are a valued member of our team, and in order to ensure your continued dedication during this time of transition, you are being offered the opportunity to receive a cash payment in the amount of $400,000 (the ?Retention Bonu |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-393 |
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| February 25, 2022 |
Exhibit 10.21 Personal and Confidential December 6, 2021 Dear John Reilly: As you know, Talkspace, Inc. (the ?Company?) recently announced changes to its management team. You are a valued member of our team, and in order to ensure your continued dedication during this time of transition, you are being offered the opportunity to receive a cash payment in the amount of $200,000 (the ?Retention Bonus |
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| February 25, 2022 |
Exhibit 10.18 June 22, 2021 Dear John Reilly, Talkspace, Inc. (d.b.a. Talkspace) (the "Company") is very pleased to offer you the position of General Counsel reporting directly to the Company?s President with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. |
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| February 22, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 9 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| February 22, 2022 |
Exhibit 99.1 Talkspace Reports 2021 Full Year and Fourth Quarter Results Revenue grew 49% in 2021 to $114 million, driven by continued strong B2B performance Completed B2B sessions grew 139% in 2021 versus the prior year B2B eligible lives increased 75% in 2021 compared to the prior year NEW YORK, February 22, 2022 ? Talkspace, Inc. (Nasdaq: TALK), a leading virtual behavioral healthcare company, |
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| February 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| February 14, 2022 |
TALK / Talkspace, Inc. / Firstime Ventures G.P. Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
TALK / Talkspace, Inc. / CITADEL ADVISORS LLC - TALKSPACE, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Talkspace, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 87427V103 (CUSIP N |
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| February 14, 2022 |
TALK / Talkspace, Inc. / Norwest Venture Partners XIII, LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Talkspace, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 87427V103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 9, 2022 |
TALK / Talkspace, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) TALKSPACE, INC. (formerly Hudson Executive Investment Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 87427V103 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this sta |
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| January 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2022 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| January 12, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 8 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| January 12, 2022 |
JANUARY 13TH 2022 Talkspace: Accessible, High-Quality Mental Healthcare Doug Braunstein, Interim CEO Jennifer Fulk, CFO 40th Annual J. |
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| December 21, 2021 |
Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| December 21, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 7 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File N |
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| December 10, 2021 |
Retention Agreement, dated December 6, 2021 Exhibit 10.1 Personal and Confidential December 6, 2021 Dear Jennifer Fulk: As you know, Talkspace, Inc. (the ?Company?) recently announced changes to its management team. You are a valued member of our team, and in order to ensure your continued dedication during this time of transition, you are being offered the opportunity to receive a cash payment in the amount of $400,000 (the ?Retention Bonu |
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| December 10, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 6 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| November 24, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 5 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| November 18, 2021 |
Exhibit 99.1 Talkspace Announces CEO Transition Plan Co-Founders Oren and Roni Frank Step Down from the Company and the Board Chairman Douglas Braunstein Named Interim CEO Board Initiates CEO Search to Identify Successor NEW YORK, November 15, 2021 (BUSINESS WIRE) - Talkspace, Inc. (Nasdaq: TALK), a leading virtual behavioral healthcare company, announced today that its co-founder and CEO, Oren Fr |
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| November 18, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 4 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| November 17, 2021 |
SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Talkspace, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 87427V103 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP c/o Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 (212) 521-8495 with a copy |
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| November 16, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 3 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39314 TALKS |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File |
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| November 15, 2021 |
Talkspace Reports Third Quarter 2021 Financial Results Exhibit 99.1 Talkspace Reports Third Quarter 2021 Financial Results Net Revenue grew 23% year-over-year to approximately $26 million, driven by continued strong momentum in B2B B2B eligible lives and completed B2B sessions grew 92% and 96%, respectively, versus the prior-year period Active members grew 21% year-over-year to approximately 60,300 - NEW YORK, November 15, 2021 ? Talkspace, Inc. (?Tal |
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| August 30, 2021 |
2021 Employee Stock Purchase Plan. Exhibit 99.2 TALKSPACE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Talkspace, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Talkspace, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pu |
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| August 30, 2021 |
Exhibit 99.3 2014 STOCK INCENTIVE PLAN OF TALKSPACE, INC. TABLE OF CONTENTS Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 1 4. Stock Available for Awards 1 (a) Number of Shares 1 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 2 (d) Duration of Options 3 |
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| August 30, 2021 |
As filed with the Securities and Exchange Commission on August 30, 2021 As filed with the Securities and Exchange Commission on August 30, 2021 Registration No. |
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| August 30, 2021 |
Exhibit 99.1 TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are de |
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| August 12, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 2 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements th |
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| August 9, 2021 |
Exhibit 99.1 Talkspace Reports Second Quarter 2021 Results Q2 Net revenue grew 73% year-over-year to approximately $31 million Q2 Total active members grew more than 40% year-over-year to approximately 61,500 Reaffirm FY 2021 Net revenue guidance, expecting 64% year-over-year growth NEW YORK, August 9, 2021 ? Talkspace, Inc. (?Talkspace?) (Nasdaq: TALK), a leading virtual behavioral healthcare com |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 9, 2021 |
Employment Agreement, dated July 2, 2021, between the Company and Jennifer Fulk. Exhibit 10.14 July 2, 2021 Dear Jennifer Fulk, Talkspace, Inc. (the "Company") is very pleased to offer you the position of Chief Financial Officer reporting directly to the Company's CEO with an anticipated start date of July 26 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. 1. Annual Base |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39314 TALKSPACE, |
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| July 21, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257686 Prospectus Supplement No. 1 (To Prospectus dated July 12, 2021) PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus supplement updates, amends and supplements the prospectus dated |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2021 Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 13, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-257686 PROSPECTUS FOR 118,770,425 SHARES OF COMMON STOCK AND 12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF TALKSPACE, INC. This prospectus relates to (i) the resale of 67,082,670 shares of common stock, par value $0.0001 per share (the ?common stock? or ?Tal |
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| July 9, 2021 |
CORRESP 1 filename1.htm Talkspace, Inc. July 9, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Talkspace, Inc. Registration Statement on Form S-1 Filed July 2, 2021 File No. 333-257686 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Talkspace, Inc. (the “ |
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| July 2, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 (Amendment No. )* Talkspace, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 87427V103 (CUSIP Number) June 22, 2021 (Date of Event which Requires Filing of t |
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| July 2, 2021 |
As filed with the Securities and Exchange Commission on July 2, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 2, 2021 Registration No. |
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| July 2, 2021 |
SC 13D 1 d251831dsc13d.htm SC 13D SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Talkspace, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 87427V103 (CUSIP Number) Michael D. Pinnisi Hudson Executive Capital LP c/o Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY |
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| July 2, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. |
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| July 2, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) TALKSPACE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 443761101 (CUSIP Number) Paul Conway Chief Financial Officer Spark Management Partners IV, LLC 137 Newbury St, Floor 8 Boston, MA 02116 (Name, Address and Telephone |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 1, 2021 |
Joint Filing Agreement pursuant to Rule 13d-1(k)(1) Exhibit 2 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Schedule 13D filed herewith relating to the shares of common stock, par value $0. |
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| July 1, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* Talkspace, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 87427V103 (CUSIP Number) Sharon Beredjick Cohen c/o Qumra Ca |
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| June 23, 2021 |
Exhibit 10.9 TALKSPACE, INC. EXECUTIVE SEVERANCE PLAN Talkspace, Inc., a Delaware corporation (the ?Company?), has adopted this Talkspace, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a sele |
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| June 23, 2021 |
Exhibit 3.2 Bylaws of Talkspace, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election to the Board of Directors. 5 2.6 Additi |
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| June 23, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 have the meanings ascribed to them in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on June 23, 2021 and, if not defined in the Form 8-K, the final prospectus and definitive proxy statement (the ?proxy |
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| June 23, 2021 |
Exhibit 3.2 Bylaws of Talkspace, Inc. (a Delaware corporation) Table of Contents Page Article I?Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II?Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election to the Board of Directors. 5 2.6 Additi |
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| June 23, 2021 |
Letter from WithumSmith+Brown, PC. to the Securities and Exchange Commission. Exhibit 16.01 WithumSmith+Brown, PC New York, New York June 23, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read the statements of Talkspace, Inc. (formally known as Hudson Executive Investment Corp.) included under Item 4.01(a) of its Form 8-K dated June 23, 2021. We agree with the sta |
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| June 23, 2021 |
Exhibit 10.5 June 22, 2021 Dear Mark Hirschhorn, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of President & COO reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. Th |
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| June 23, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2021 (June 22, 2021) Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of |
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| June 23, 2021 |
Exhibit 21.1 Subsidiaries of Talkspace, Inc. Legal Name Jurisdiction of Incorporation Talkspace LLC Delaware Talkspace Network LLC Delaware Groop Internet Platform LTD Israel |
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| June 23, 2021 |
Exhibit 10.7 TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are de |
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| June 23, 2021 |
Exhibit 21.1 Subsidiaries of Talkspace, Inc. Legal Name Jurisdiction of Incorporation Talkspace LLC Delaware Talkspace Network LLC Delaware Groop Internet Platform LTD Israel |
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| June 23, 2021 |
Employment Offer Letter, dated as of June 22, 2021, by and between Talkspace, Inc. and Roni Frank. Exhibit 10.6 June 22, 2021 Dear Roni Frank, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of Head of Clinical Services reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Compan |
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| June 23, 2021 |
2021 Employee Stock Purchase Plan Exhibit 10.8 TALKSPACE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Talkspace, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Talkspace, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pu |
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| June 23, 2021 |
Employment Offer Letter, dated as of June 22, 2021, by and between Talkspace, Inc. and Roni Frank Exhibit 10.6 June 22, 2021 Dear Roni Frank, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of Head of Clinical Services reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Compan |
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| June 23, 2021 |
Non-Employee Director Compensation Program Exhibit 10.3 TALKSPACE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Talkspace, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be paid or |
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| June 23, 2021 |
Exhibit 10.11 2014 STOCK INCENTIVE PLAN OF GROOP INTERNET PLATFORM INC. i TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Durat |
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| June 23, 2021 |
Exhibit 10.2 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 22, 2021, is made and entered into by and among Talkspace, Inc., a Delaware corporation (the ?Company?) (formerly known as Hudson Executive Investment Corp., a Delaware corporation), HEC Sponsor LLC, a Delaware limited liabil |
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| June 23, 2021 |
Second Amended and Restated Certificate of Incorporation of Talkspace, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. June 22, 2021 * * * * * Hudson Executive Investment Corp., a corporation organized and existing under the laws of the state of Delaware (the ?Corporation?), does hereby certify as follows: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2021 (June 22, 2021) Talkspace, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Comm |
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| June 23, 2021 |
Exhibit 10.11 2014 STOCK INCENTIVE PLAN OF GROOP INTERNET PLATFORM INC. i TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Durat |
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| June 23, 2021 |
Employment Offer Letter, dated as of June 22, 2021, by and between Talkspace, Inc. and Oren Frank. Exhibit 10.4 June 22, 2021 Dear Oren Frank, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. This agreement supersedes all prior offer letters, agreemen |
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| June 23, 2021 |
Exhibit 10.9 TALKSPACE, INC. EXECUTIVE SEVERANCE PLAN Talkspace, Inc., a Delaware corporation (the ?Company?), has adopted this Talkspace, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a sele |
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| June 23, 2021 |
Employment Offer Letter, dated as of June 22, 2021, by and between Talkspace, Inc. and Oren Frank Exhibit 10.4 June 22, 2021 Dear Oren Frank, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. This agreement supersedes all prior offer letters, agreemen |
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| June 23, 2021 |
Form of Stock Option Agreement under the Talkspace, Inc. 2021 Incentive Award Plan Exhibit 10.7(a) TALKSPACE, INC. 2021 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Talkspace, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Talkspace, Inc. 2021 Equity Incentive Award Plan (as |
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| June 23, 2021 |
Form of Restricted Stock Unit Agreement under the Talkspace, Inc. 2021 Incentive Award Plan. Exhibit 10.7(b) TALKSPACE, INC. 2021 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Talkspace, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the Talkspace, Inc. 2021 Equ |
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| June 23, 2021 |
Second Amended and Restated Certificate of Incorporation of Talkspace, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. June 22, 2021 * * * * * Hudson Executive Investment Corp., a corporation organized and existing under the laws of the state of Delaware (the ?Corporation?), does hereby certify as follows: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of |
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| June 23, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 have the meanings ascribed to them in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on June 23, 2021 and, if not defined in the Form 8-K, the final prospectus and definitive proxy statement (the ?proxy |
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| June 23, 2021 |
Exhibit 99.2 Talkspace Completes Merger with Hudson Executive Investment Corp. and Will Begin Trading on Nasdaq under the symbol ?TALK? ? Talkspace shares will begin trading on Nasdaq under the symbol ?TALK? on June 23, 2021 ? The transaction will provide Talkspace with $250 million of growth capital ? Talkspace to become the only publicly traded pure-play virtual behavioral health company ? Co-fo |
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| June 23, 2021 |
Exhibit 10.5 June 22, 2021 Dear Mark Hirschhorn, Talkspace, Inc. (d.b.a. Talkspace) (the ?Company?) is very pleased to offer you the position of President & COO reporting directly to the Company?s CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. Th |
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| June 23, 2021 |
Letter from WithumSmith+Brown, PC. to the Securities and Exchange Commission. Exhibit 16.01 WithumSmith+Brown, PC New York, New York June 23, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read the statements of Talkspace, Inc. (formally known as Hudson Executive Investment Corp.) included under Item 4.01(a) of its Form 8-K dated June 23, 2021. We agree with the sta |
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| June 23, 2021 |
Form of Indemnification Agreement. Exhibit 10.1 Talkspace, Inc. Indemnification and Advancement Agreement This Indemnification and Advancement Agreement (?Agreement?) is made as of , by and between Talkspace, Inc., a Delaware corporation (the ?Company?) (f/k/a Hudson Executive Investment Corp., a Delaware corporation), and , a member of the Board of Directors (the ?Board?) or an officer of the Company (?Indemnitee?). This Agreement |
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| June 23, 2021 |
Exhibit 10.7 TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are de |
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| June 23, 2021 |
Exhibit 99.2 Talkspace Completes Merger with Hudson Executive Investment Corp. and Will Begin Trading on Nasdaq under the symbol ?TALK? ? Talkspace shares will begin trading on Nasdaq under the symbol ?TALK? on June 23, 2021 ? The transaction will provide Talkspace with $250 million of growth capital ? Talkspace to become the only publicly traded pure-play virtual behavioral health company ? Co-fo |
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| June 23, 2021 |
Form of Stock Option Agreement under the Talkspace, Inc. 2021 Incentive Award Plan. Exhibit 10.7(a) TALKSPACE, INC. 2021 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Talkspace, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Talkspace, Inc. 2021 Equity Incentive Award Plan (as |
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| June 23, 2021 |
Non-Employee Director Compensation Program. Exhibit 10.3 TALKSPACE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Talkspace, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be paid or |
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| June 23, 2021 |
Form of Indemnification Agreement. Exhibit 10.1 Talkspace, Inc. Indemnification and Advancement Agreement This Indemnification and Advancement Agreement (?Agreement?) is made as of , by and between Talkspace, Inc., a Delaware corporation (the ?Company?) (f/k/a Hudson Executive Investment Corp., a Delaware corporation), and , a member of the Board of Directors (the ?Board?) or an officer of the Company (?Indemnitee?). This Agreement |
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| June 23, 2021 |
Exhibit 10.2 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 22, 2021, is made and entered into by and among Talkspace, Inc., a Delaware corporation (the ?Company?) (formerly known as Hudson Executive Investment Corp., a Delaware corporation), HEC Sponsor LLC, a Delaware limited liabil |
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| June 23, 2021 |
2021 Employee Stock Purchase Plan. Exhibit 10.8 TALKSPACE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Talkspace, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Talkspace, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pu |
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| June 23, 2021 |
Form of Restricted Stock Unit Agreement under the Talkspace, Inc. 2021 Incentive Award Plan. Exhibit 10.7(b) TALKSPACE, INC. 2021 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Talkspace, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the Talkspace, Inc. 2021 Equ |
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| June 17, 2021 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 HUDSON EXECUTIVE INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001?39314 84-4636604 (State or other jurisdiction of incorporation) (Co |
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| June 17, 2021 |
Hudson Executive Investment Corp. Stockholders Approve Business Combination with Talkspace EX-99.1 2 d115266dex991.htm EX-99.1 Exhibit 99.1 Hudson Executive Investment Corp. Stockholders Approve Business Combination with Talkspace New York, June 17, 2021/PRNewswire/ – Hudson Executive Investment Corp. (“HEIC”) (NASDAQ: HECCU, HEC, HECCW), a special purpose acquisition company, announced that its stockholders approved all the proposals related to the previously announced business combina |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 HUDSON EXECUTIVE INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001?39314 84-4636604 (State or other jurisdiction of incorporation) (Co |
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| June 17, 2021 |
Hudson Executive Investment Corp. Stockholders Approve Business Combination with Talkspace Exhibit 99.1 Hudson Executive Investment Corp. Stockholders Approve Business Combination with Talkspace New York, June 17, 2021/PRNewswire/ ? Hudson Executive Investment Corp. (?HEIC?) (NASDAQ: HECCU, HEC, HECCW), a special purpose acquisition company, announced that its stockholders approved all the proposals related to the previously announced business combination with Talkspace. At a special me |
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| June 10, 2021 |
Filed by Hudson Executive Investment Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hudson Executive Investment Corp. Hudson Executive Investment Corp. 570 Lexington Avenue, 35th Floor New York, NY 10022 **** IMPORTANT REMINDER **** Dear Hudson Executive Investment Corp. Stockholder: By no |
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| June 9, 2021 |
Talkspace Announces Post-Merger Public Company Board Of Directors Filed by Hudson Executive Investment Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hudson Executive Investment Corp. Talkspace Announces Post-Merger Public Company Board Of Directors New nominees bring strong public company experience in healthcare, technology and finance Douglas Braunste |
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| June 7, 2021 |
HEC / Hudson Executive Investment Corp. Class A / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Hudson Executive Investment Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 443761101 (CUSIP Number) May 28, 2021 Date of Event Which Requires Filing of the Statement Check the appro |
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| June 7, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Hudson Executive Investment Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behal |
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| June 1, 2021 |
Exhibit 99.1 Hudson Executive Investment Corp. Announces Filing of Definitive Proxy Statement and Sets June 17, 2021 for Special Meeting of Stockholders to Vote on Talkspace Merger ? Special Meeting of HEIC shareholders to approve proposed business combination with Talkspace to be held on June 17, 2021 at 8:30 a.m. ET ? Shareholders as of the close of business on May 19, 2021 should vote their sha |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 HUDSON EXECUTIVE INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Com |
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| June 1, 2021 |
Exhibit 99.1 Hudson Executive Investment Corp. Announces Filing of Definitive Proxy Statement and Sets June 17, 2021 for Special Meeting of Stockholders to Vote on Talkspace Merger ? Special Meeting of HEIC shareholders to approve proposed business combination with Talkspace to be held on June 17, 2021 at 8:30 a.m. ET ? Shareholders as of the close of business on May 19, 2021 should vote their sha |
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| June 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2021 HUDSON EXECUTIVE INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-39314 84-4636604 (State or other jurisdiction of incorporation) (Com |
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| May 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 28, 2021 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-252638 May 28, 2021 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF HUDSON EXECUTIVE INVESTMENT CORP. (A DELAWARE CORPORATION) PROSPECTUS FOR 129,430,805 SHARES OF COMMON STOCK OF HUDSON EXECUTIVE INVESTMENT CORP. WHICH WILL BE RENAMED “TALKSPACE, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN |
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| May 27, 2021 |
HUDSON EXECUTIVE INVESTMENT CORP. 570 Lexington Avenue, 35th Floor New York, New York 10022 HUDSON EXECUTIVE INVESTMENT CORP. 570 Lexington Avenue, 35th Floor New York, New York 10022 May 27, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Celeste Murphy Sasha Parikh Terence O?Brien RE: Hudson Executive Investment Corp. (the ?Company?) Registration Statement on Form S-4 File No. 333-252638 Lad |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39 |
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| May 24, 2021 |
As filed with the Securities and Exchange Commission on May 24, 2021 Table of Contents As filed with the Securities and Exchange Commission on May 24, 2021 Registration No. |
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| May 24, 2021 |
Form of Proxy Card for Registrant’s Special Meeting. 18152Hudson Executive Investment Proxy Card Front Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK ?? ? EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail HUDSON EXECUTIVE INVESTMENT CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically |
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| May 20, 2021 |
Consent of Madhu Pawar to be named as a director. EX-99.9 5 d119648dex999.htm EX-99.9 Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Hudson Executive Investment Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio |
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| May 20, 2021 |
Specimen Common Stock Certificate. EXHIBIT 4.5 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP TALKSPACE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF TALKSPACE, INC. (THE ?COMPANY?) transferable on the books of the Company in person or by duly authorized attorney up |
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| May 20, 2021 |
May 20, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 20, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 20, 2021 Registration No. |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3931 |
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| May 18, 2021 |
Filed by Hudson Executive Investment Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hudson Executive Investment Corp. Talkspace Delivers Strong Q1 2021 Operational and Financial Results Q1 Net revenue grew 144% year-over-year to $27 million Q1 Total active members grew more than 110% year- |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio |
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| May 6, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 5, 2021 Registration No. |
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| May 6, 2021 |
Waiver Agreement, dated as of January 9, 2021, by and between Talkspace and Oren Frank. Exhibit 10.18 AGREEMENT This AGREEMENT (the ?Agreement?), dated as of January 9, 2021, is made and entered into by and between Groop Internet Platform Inc., a Delaware corporation (the ?Company?), and Oren Frank (the ?Employee?). WHEREAS, the Company, Hudson Executive Investment Corp., Tailwind Merger Sub I, Inc. (?First Merger Sub?), and Tailwind Merger Sub II, LLC (?Second Merger Sub?) propose t |
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| May 6, 2021 |
Consent of Charles Berg to be named as a director. EX-99.8 11 d119648dex998.htm EX-99.8 Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Hudson Executive Investment Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati |
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| May 6, 2021 |
Exhibit 10.17 EXECUTION VERSION CREDIT AND SECURITY AGREEMENT dated as of March 15, 2021 by and among TALKSPACE NETWORK LLC and GROOP INTERNET PLATFORM, INC. and JPMORGAN CHASE BANK, N.A. INNOVATION ECONOMY LENDING THIS CREDIT AND SECURITY AGREEMENT (as it may be amended or modified from time to time, together with the Exhibits attached hereto from time to time, each of which is hereby incorporate |
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| May 6, 2021 |
Waiver Agreement, dated as of January 9, 2021, by and between Talkspace and Roni Frank. Exhibit 10.20 AGREEMENT This AGREEMENT (the ?Agreement?), dated as of January 9, 2021, is made and entered into by and between Groop Internet Platform Inc., a Delaware corporation (the ?Company?), and Roni Frank (the ?Employee?). WHEREAS, the Company, Hudson Executive Investment Corp., Tailwind Merger Sub I, Inc. (?First Merger Sub?), and Tailwind Merger Sub II, LLC (?Second Merger Sub?) propose t |
