10-Q
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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, 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.)

Not applicable

Not applicable

(Address of principal executive offices)

(Zip Code)

(212284-7206

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.0001 per share

 

TALK

 

Nasdaq Stock Market  

Warrants to purchase common stock

 

TALKW

 

Nasdaq Stock Market  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes     No  ☒

As of August 2, 2021, the registrant had 152,255,736 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 


 

Table of Contents

 

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

8

Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020

8

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and six months ended June 30, 2021 and 2020

9

Condensed Consolidated Statements of Stockholder’s Deficit (unaudited) for the three and six months ended June 30, 2021 and 2020

10

Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2021 and 2020

11

Notes to Unaudited Condensed Consolidated Financial Statements

12

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

Controls and Procedures

32

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

69

Item 3.

Defaults Upon Senior Securities

69

Item 4.

Mine Safety Disclosures

69

Item 5.

Other Information

69

Item 6.

Exhibits

70

Signatures

72

 

 

 

2


 

basis of presentation

As used in this Quarterly Report, unless the context otherwise requires, references to:

2021 Plan” are to the Talkspace, Inc. 2021 Incentive Award Plan;
Business Combination” are to, together, (i) the First Merger and (ii) the Second Merger;
Bylaws” are to our bylaws dated June 22, 2021;
Certificate of Incorporation” are to the second amended and restated certificate of incorporation of Talkspace, Inc. dated June 22, 2021;
Closing” are to the consummation of the Business Combination;
DGCL” are to the Delaware General Corporation Law, as amended;
2021 ESPP” are to the Talkspace, Inc. 2021 Employee Stock Purchase Plan;
Exchange Act” are to the Securities Exchange Act of 1934, as amended;
First Merger” are to the merger of First Merger Sub with and into Old Talkspace;
First Merger Sub” are to Tailwind Merger Sub I, Inc.;
HEC” are to Hudson Executive Investment Corp., a Delaware corporation;
HEC Forward Purchase” are to the purchase by HEC Fund from HEC pursuant to the HEC Forward Purchase Agreement of 5,000,000 forward purchase units (the “Forward Purchase Units”), consisting of one share of Talkspace common stock and one-half of one warrant to purchase one share of Talkspace common stock, for $10.00 per unit, or an aggregate amount of $50,000,000, in a private placement closed concurrently with the Closing;
HEC Forward Purchase Agreement” are to the forward purchase agreement, entered into as of June 8, 2020, by and between HEC and HEC Fund, as amended by that certain First Amendment to Forward Purchase Agreement, dated January 12, 2021;
HEC Fund” are to HEC Master Fund LP, a Delaware limited partnership;
HEC IPO” are to the initial public offering by HEC which closed on June 11, 2020;
Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of January 12, 2021, by and among HEC, Old Talkspace, First Merger Sub and Second Merger Sub;
Old Talkspace” are to Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation;
PIPE Investment” are to the purchase of shares of Talkspace common stock pursuant to the Subscription Agreements;
private placement warrants” are to the warrants issued by HEC to the Sponsor in a private placement simultaneously with the closing of the HEC IPO and the warrants originally sold as part of the units in the HEC Forward Purchase;
public warrants” are to the warrants originally sold as part of the units in the HEC IPO (whether they were purchased in the HEC IPO or thereafter in the open market);  
SEC” are to the United States Securities and Exchange Commission;
Second Merger Sub” are to Tailwind Merger Sub II, LLC;
Sponsor” are to HEC Sponsor LLC, a Delaware limited liability company;
Sponsor Support Agreement” are to that certain Support Agreement, dated as of January 12, 2021, by and among HEC, the HEC Insiders and Old Talkspace;
Subscription Agreements” are to the subscription agreements entered into by and between HEC and the PIPE Investors, in each case, dated as of January 12, 2021 and entered into in connection with the PIPE Investment;
Transactions” are to, collectively, the Business Combination and the other transactions contemplated by the Merger Agreement;

3


 

Warrant Agreement” are to that certain Warrant Agreement, dated as of June 8, 2020, by and between HEC and Continental Stock Transfer & Trust Company; and
warrants” are to the public warrants and the private placement warrants.

4


 

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to statements regarding our future results of operations and financial position, industry and business trends, business strategy, expectations regarding the impact of COVID-19, our efforts to remediate our material weakness in internal control over financial reporting, and our objectives for future operations.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, which involve a number of judgments, risks and uncertainties, including without limitation, risks related to:

our history of losses and our ability to achieve or sustain profitability;
the evolution of the markets in which we operate;
our ability to continue to grow our business;
our limited operating history;
our ability to raise additional capital;
factors relating to our business, operations and financial performance, including:
o
the impact of the COVID-19 pandemic;
o
our ability to maintain an effective system of internal controls over financial reporting;
o
our ability to grow market share in our existing markets or any new markets we may enter;
o
our ability to respond to general economic conditions;
o
the growth and evolution of the virtual behavioral health market;
o
risks associated with increased competition in the virtual behavioral health market;
o
our ability to maintain and enhance our products and brand, and to attract customers;
o
our ability to manage, develop and refine our technology platform;
o
our ability to grow our member base; and
other factors detailed under the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q.

 

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

5


 

RISK FACTORS SUMMARY

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our common stock or warrants and result in a loss of all or a portion of your investment:

We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability.
Our business and the markets we operate in are new and rapidly evolving which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth, which could have a material adverse effect on the market price of our common stock.
The virtual behavioral health market is immature and volatile, and if it does not develop, if it develops more slowly than we expect, if it encounters negative publicity or if our services are not competitive, the growth of our business will be harmed.
The outbreak of the novel coronavirus (COVID-19) and its impact on business and economic conditions could adversely affect our business, results of operations and financial condition, and the extent and duration of those effects will be uncertain.
We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed.
If growth in the number of clients and members or providers on our platform decreases, or the number of products or services that we are able to sell to our clients and members decreases, due to legal, economic or business developments, our business, financial condition and results of operations will be harmed.
We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.
Our growth depends in part on the success of our strategic relationships with third parties that we provide services to.
Our virtual behavioral healthcare strategies depend on our ability to maintain and expand our network of therapists, psychiatrists and other providers. If we are unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.
Developments affecting spending by the healthcare industry could adversely affect our business.
Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
We are dependent on our relationships with affiliated professional entities, which we do not own, to provide physician and other professional services, and our business, financial condition and our ability to operate in certain jurisdictions would be adversely affected if those relationships were disrupted or if our arrangements with our providers or clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.
The impact on us of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations.

6


 

Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect proprietary data on consumer behavior.
Our use and disclosure of personally identifiable information, including PHI, personal data, and other health information, is subject to state, federal or other privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and member bases and revenue.
Any failure to protect, enforce or defend our intellectual property rights could impair our ability to protect our technology and our brand.
We may be subject to securities litigation, which is expensive and could divert management attention.

7


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

 

TALKSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

 

 

 

June 30, 2021

 

 

December 31, 2020

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 



 

CURRENT ASSETS:

 



 

 



 

Cash and cash equivalents

 

$

248,173

 

 

$

13,248

 

Accounts receivable

 

 

6,617

 

 

 

5,914

 

Other current assets

 

 

4,318

 

 

 

1,515

 

Total current assets

 

 

259,108

 

 

 

20,677

 

Property and equipment, net

 

 

549

 

 

 

175

 

Deferred issuance costs

 

 

-

 

 

 

692

 

Intangible assets, net

 

 

4,315

 

 

 

5,195

 

Goodwill

 

 

6,134

 

 

 

6,134

 

Other long-term assets

 

 

98

 

 

 

-

 

Total assets

 

$

270,204

 

 

$

32,873

 

 

 

 

 

 

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND
   STOCKHOLDERS’ DEFICIT

 



 

 



 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 



 

 



 

Accounts payable

 

$

11,759

 

 

$

7,901

 

Deferred revenues

 

 

7,549

 

 

 

5,172

 

Accrued expenses and other current liabilities

 

 

9,640

 

 

 

7,416

 

Total current liabilities

 

 

28,948

 

 

 

20,489

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

38,897

 

 

 

-

 

Other long-term liabilities

 

 

98

 

 

 

-

 

Total liabilities

 

 

67,943

 

 

 

20,489

 

 

 

 

 

 

 

 

CONVERTIBLE PREFERRED STOCK:

 



 

 



 

 

 

 

 

 

 

 

Convertible preferred stock (Series Seed, Seed-1, Seed-2, A, B, C and D) of 0.0001 par value — Authorized: 100,000,000 and 95,709,146 shares at June 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 0 and 94,582,550 shares at June 30, 2021 and December 31, 2020, respectively (1)

 

 

-

 

 

 

111,282

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT:

 



 

 



 

 

 

 

 

 

 

 

Common stock of 0.0001 par value — Authorized: 1,000,000,000 and 129,397,278 shares at June 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 152,255,736 and 13,413,431 shares at June 30, 2021 and December 31, 2020, respectively (1)

 

 

15

 

 

 

1

 

Additional paid-in capital (1)

 

 

354,213

 

 

 

9,889

 

Accumulated deficit

 

 

(151,967

)

 

 

(108,788

)

Total stockholders’ deficit

 

 

202,261

 

 

 

(98,898

)

Total liabilities, convertible preferred stock and stockholders’ deficit

 

$

270,204

 

 

$

32,873

 

 

(1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details.

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

8


 

TALKSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

U.S. dollars in thousands (except share and per share data)

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues

 

$

30,983

 

 

$

17,877

 

 

$

58,140

 

 

$

28,997

 

Cost of Revenues

 

 

11,697

 

 

 

5,570

 

 

 

21,511

 

 

 

10,980

 

Gross profit

 

 

19,286

 

 

 

12,307

 

 

 

36,629

 

 

 

18,017

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development, net

 

 

4,781

 

 

 

2,400

 

 

 

7,745

 

 

 

5,128

 

Clinical operations

 

 

1,913

 

 

 

759

 

 

 

3,990

 

 

 

1,636

 

Sales and marketing

 

 

26,443

 

 

 

8,442

 

 

 

48,694

 

 

 

17,360

 

General and administrative

 

 

13,710

 

 

 

1,347

 

 

 

16,318

 

 

 

2,461

 

Total operating expenses

 

 

46,847

 

 

 

12,948

 

 

 

76,747

 

 

 

26,585

 

Operating loss

 

 

27,561

 

 

 

641

 

 

 

40,118

 

 

 

8,568

 

Financial expense (income), net

 

 

2,870

 

 

 

(1

)

 

 

3,043

 

 

 

(31

)

Loss before taxes on income

 

 

30,431

 

 

 

640

 

 

 

43,161

 

 

 

8,537

 

Taxes on income

 

 

10

 

 

 

6

 

 

 

18

 

 

 

9

 

Net loss

 

 

30,441

 

 

 

646

 

 

 

43,179

 

 

 

8,546

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

 

30,441

 

 

 

646

 

 

 

43,179

 

 

 

8,546

 

Net loss per share (1):

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

1.15

 

 

$

0.05

 

 

$

2.15

 

 

$

0.64

 

Weighted average number of common shares
   used in computing basic and diluted net loss
   per share

 

 

26,362,369

 

 

 

13,367,502

 

 

 

20,097,094

 

 

 

13,334,965

 

 

(1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details.

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

9


 

TALKSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

U.S. dollars in thousands (except share data)

 

Three and six months ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Stock (1)

 

 

Common Stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares
Outstanding

 

 

Amount

 

 

Number of
Shares
Outstanding

 

 

Amount

 

 

Additional
paid-in
capital (1)

 

 

Accumulated
deficit

 

 

Total

 

Balance as of December 31, 2019

 

 

94,582,550

 

 

$

111,282

 

 

 

13,223,673

 

 

$

1

 

 

$

6,818

 

 

$

(86,418

)

 

$

(79,599

)

Exercise of stock options

 

 

 

 

 

 

 

 

122,004

 

 

*)

 

 

 

54

 

 

 

 

 

 

54

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

401

 

 

 

 

 

 

401

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,900

)

 

 

(7,900

)

Balance as of March 31, 2020

 

 

94,582,550

 

 

 

111,282

 

 

 

13,345,677

 

 

 

1

 

 

 

7,273

 

 

 

(94,318

)

 

 

(87,044

)

Exercise of stock options

 

 

 

 

 

 

 

 

29,516

 

 

*)

 

 

 

8

 

 

 

 

 

 

8

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

332

 

 

 

 

 

 

332

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(646

)

 

 

(646

)

Balance as of June 30, 2020

 

 

94,582,550

 

 

$

111,282

 

 

 

13,375,193

 

 

$

1

 

 

$

7,613

 

 

$

(94,964

)

 

$

(87,350

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three and six months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Stock (1)

 

 

Common Stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares
Outstanding

 

 

Amount

 

 

Number of
Shares
Outstanding

 

 

Amount

 

 

Additional
paid-in
capital

 

 

Accumulated
deficit

 

 

Total

 

Balance as of December 31, 2020

 

 

94,582,550

 

 

$

111,282

 

 

 

13,413,431

 

 

$

1

 

 

$

9,889

 

 

$

(108,788

)

 

 

(98,898

)

Exercise of stock options

 

 

 

 

 

 

 

 

684,923

 

 

*)

 

 

 

797

 

 

 

 

 

 

797

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,513

 

 

 

 

 

 

1,513

 

Issuance of warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

125

 

 

 

 

 

 

125

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,738

)

 

 

(12,738

)

Balance as of March 31, 2021

 

 

94,582,550

 

 

 

111,282

 

 

 

14,098,354

 

 

 

1

 

 

 

12,324

 

 

 

(121,526

)

 

 

(109,201

)

Exercise of stock options

 

 

 

 

 

 

 

 

2,617,908

 

 

 *)

 

 

 

1,128

 

 

 

 

 

 

1,128

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,196

 

 

 

 

 

 

15,196

 

Common stock issued related to exercise of warrants

 

 

 

 

 

 

 

 

98,871

 

 

 *)

 

 

 

609

 

 

 

 

 

 

609

 

Acquisition of warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,945

 

 

 

 

 

 

27,945

 

Preferred stock conversion

 

 

(94,582,550

)

 

 

(111,282

)

 

 

94,582,550

 

 

 

10

 

 

 

111,272

 

 

 

 

 

 

111,282

 

Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs

 

 

 

 

 

 

 

 

40,858,053

 

 

 

4

 

 

 

185,739

 

 

 

 

 

 

185,743

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,441

)

 

 

(30,441

)

Balance as of June 30, 2021

 

 

 

 

$

 

 

 

152,255,736

 

 

$

15

 

 

$

354,213

 

 

$

(151,967

)

 

$

202,261

 

 

*)

Represents an amount lower than $1

 

(1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details.

The accompanying notes are an integral part of the condensed consolidated financial statements.

10


 

TALKSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands

 

 

 

Six months ended
June 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(43,179

)

 

$

(8,546

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

955

 

 

 

36

 

Amortization of debt issuance cost

 

 

175

 

 

 

 

Stock-based compensation

 

 

16,709

 

 

 

733

 

Warrant issuance cost and change in fair value

 

 

3,043

 

 

 

 

Increase in accounts receivable

 

 

(703

)

 

 

(785

)

Increase in other current assets

 

 

(1,784

)

 

 

(556

)

Increase (decrease) in accounts payable

 

 

4,833

 

 

 

(326

)

Increase in deferred revenues

 

 

2,377

 

 

 

2,068

 

Decrease in accrued expenses and other current liabilities

 

 

(213

)

 

 

(286

)

Net cash used in operating activities

 

 

(17,787

)

 

 

(7,662

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(449

)

 

 

(9

)

Net cash used in investing activities

 

 

(449

)

 

 

(9

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from reverse capitalization, net of transaction costs

 

 

251,325

 

 

 

 

Proceeds from borrowings

 

 

6,000

 

 

 

 

Repayment of borrowings

 

 

(6,000

)

 

 

 

Payment of debt issuance cost

 

 

(50

)

 

 

 

Proceeds from exercise of stock options

 

 

1,886

 

 

 

62

 

Net cash provided by financing activities

 

 

253,161

 

 

 

62

 

Change in cash and cash equivalents

 

 

234,925

 

 

 

(7,609

)

Cash and cash equivalents at the beginning of the period

 

 

13,248

 

 

 

39,632

 

Cash and cash equivalents at the end of the period

 

$

248,173

 

 

$

32,023

 

Supplemental cash flow data:

 

 

 

 

 

 

Cash paid for interest

 

101

 

 

19

 

Non-cash financing activity:

 

 

 

 

 

 

Conversion of preferred stock to common stock

 

 

111,282

 

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

11


 

TALKSPACE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Talkspace, Inc. (together with its consolidated subsidiaries, the “Company” or “Talkspace”) is a leading behavioral healthcare company enabled by a purpose-built technology platform. Talkspace provides individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video.

Talkspace, Inc. was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, in Delaware on October 30, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization or other similar business combination with one or more businesses or entities.

Business Combination

On January 12, 2021, HEC, entered into an Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), with Groop Internet Platform, Inc. (“Old Talkspace”), Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”).

On June 22, 2021, as contemplated by the Merger Agreement, First Merger Sub merged with and into Old Talkspace (the “First Merger”) with Old Talkspace surviving the First Merger, and immediately following the First Merger and as part of the same overall transaction as the First Merger, Old Talkspace merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger” and, together with the First Merger, the “Business Combination”). In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.”

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, HEC who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded.

Old Talkspace was determined to be the accounting acquirer based on the following predominant factors:

Old Talkspace’s shareholders represent a relative majority of the voting rights in the Company and have the ability to nominate the members of the board of directors for the Company;
Old Talkspace’s operations prior to the acquisition represent the ongoing operations of the Company; and
 Old Talkspace’s senior management represents a majority of the senior management of the Company. 

The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Old Talkspace. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. 

See Note 3, “Business Combination,” for further details.

Other

On November 1, 2020, the Company completed an acquisition of Lasting, an app-based subscription for relationship and couple counseling for a total cash consideration of $10,685. In addition, the Company entered into a non-competition agreement for a total consideration of $939, which was recorded as an intangible asset.

12


 

Operating Segments

The Company operates its business in a single segment, which is how its chief operating decision maker, the Company’s Chief Executive Officer, reviews financial performance and allocates resources. The majority of the Company’s operations is based in the United States.

COVID-19

The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life, particularly as quarantine and stay-at-home orders have been imposed by all levels of government. The Company has followed guidance by the United States, Israeli and other applicable foreign and local governments to protect its employees and operations during the pandemic and has implemented a remote environment for its business. The Company cannot predict the potential impacts of the COVID-19 pandemic on its business or operations, but continuously monitors performance and other industry reports to assess the risk of future negative impacts as the disruptions of the COVID-19 pandemic continue to evolve.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2020, have been applied consistently in these unaudited condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 13, 2021 (the “Prospectus”).

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements.

Use of estimates

The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

13


 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Recently adopted accounting standards

In February 2016, the FASB issued ASU 2016-02, Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU 2016-02 for non-public business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted.

The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption.

The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of June 30, 2021, all arrangements were classified as operating leases.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases.

The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes. 

NOTE 3. BUSINESS COMBINATION

As discussed in Note 1, on June 22, 2021, the Company completed the Business Combination pursuant to the Merger Agreement dated January 12, 2021. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEC, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded.

Upon the Closing, among other things, all shares of Old Talkspace’s Common Stock, par value $0.001 per share (the “Old Talkspace Common Stock”), all shares of Old Talkspace’s Series Seed Preferred Stock, par value $0.001 per share, Series Seed-1 Preferred Stock, par value $0.001 per share, Series Seed-2 Preferred Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, Series B Preferred Stock, par value $0.001 per share, Series C Preferred Stock, par value $0.001 per share and Series D Preferred Stock, par value $0.001 per share (collectively, the “Old Talkspace Preferred Stock” and, together with the Old Talkspace Common Stock, the “Old Talkspace Capital Stock”) and all vested options exercisable for Old Talkspace Common Stock (“Old Talkspace Vested Options”) outstanding as of immediately prior to Closing were

14


 

cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of Talkspace’s Common Stock, par value $0.0001 per share (the “Talkspace common stock”) (or, with respect to holders of Old Talkspace Vested Options, a number of vested options exercisable for Talkspace common stock “Talkspace Vested Options”) or a combination of shares of Talkspace common stock and cash (or, with respect to holders of Old Talkspace Vested Options, a combination of Talkspace Vested Options and cash), in each case, as adjusted pursuant to the Merger Agreement, which, in the aggregate with the unvested options exercisable for Old Talkspace Common Stock assumed by Talkspace and converted into unvested options exercisable for Talkspace common stock, equaled approximately $199.3 million in cash and 109,461,534 shares of Talkspace common stock (at a deemed value of $10.00 per share). The 109,461,534 shares consisted of 91,473,779 shares issued to holders of Old Talkspace capital stock and 17,987,755 options to purchase Talkspace common stock issued to holders of Old Talkspace stock options. The exchange ratio of 1.134140 was used to convert Old Talkspace capital stock and stock options into Talkspace capital stock and stock options.

In connection with the Business Combination, a number of investors (each, a “Subscriber”) purchased from the Company an aggregate of 30,000,000 shares of common stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase price of $300.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of January 12, 2021.

In addition, in connection with the execution of the Merger Agreement, Talkspace entered into an amendment to the forward purchase agreement (as amended, the “Forward Purchase Agreement”) with HEC Master Fund LP, a Delaware limited partnership and affiliate of the Sponsor (“HEC Fund”), dated June 8, 2020. Pursuant to the Forward Purchase Agreement, HEC Fund agreed to purchase 2,500,000 forward purchase units, consisting of one share of HEC’s Class A common stock and one-half of one warrant to purchase one share of HEC’s Class A common stock, for $10.00 per unit, or an aggregate amount of $25.0 million, in a private placement that would close concurrently with the Closing and to backstop up to $25.0 million of redemptions by stockholders of HEC (the “Forward Purchase”).

Immediately after giving effect to the redemption of 25,968,043 shares of HEC’s Class A common stock in connection with the Business Combination, the Forward Purchase and the PIPE Investment, there were 152,255,736 shares of Talkspace common stock and 33,480,000 warrants to purchase Talkspace common stock (the “Talkspace warrants”) outstanding. Upon the consummation of the Business Combination, HEC’s Class A common stock, warrants and units ceased trading on The Nasdaq Stock Market LLC (the “Nasdaq”), and Talkspace common stock and Talkspace warrants began trading on June 23, 2021 on Nasdaq under the symbols “TALK” and “TALKW,” respectively.

Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of common stock to 1,000,000,000 shares, $0.0001 par value per share, and authorized shares of preferred stock to 100,000,000, $0.0001 par value per share.

Public Warrants and Private Placement Warrants

As a result of the Business Combination, the Company assumed the outstanding Public Warrants to purchase 20,700,000 shares of the Company’s common stock and the outstanding Private Placement Warrants to purchase 10,280,000 shares of the Company’s common stock. Additionally, the Company issued 2,500,000 Private Placement Warrants at Closing pursuant to the Forward Purchase Agreement with HEC Fund as described above. Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closure of the Business Combination. The warrants expire five years after the completion of the Business Combination.

Redemption of Warrants for Cash

Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption:

in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of thirty (30) days’ prior written notice of redemption, or the thirty (30)-day redemption period, to each warrant holder; and
if, and only if, the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third business day prior to the date on which we send the notice of redemption to the warrant holders.

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When the Public Warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company determined the Public Warrants met the criteria to be classified as equity in accordance with ASC 815-40. The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition and included $27.9 million related to these warrants in additional paid-in capital within stockholder’s deficit. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40. As of June 30, 2021, the Company included $38.9 million within warrant liabilities in the accompanying condensed consolidated balance sheets. Refer to Note 5, “Fair Value Measurement” for additional information.

NOTE 4. REVENUE RECOGNITION

The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the company’s services through the Company’s website or mobile app.

The Company provides these services directly to individuals through a subscription plan. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements.

The following table presents the Company’s revenues disaggregated by revenue source:

 

 

 

Three months ended June 30,

 



Six months ended June 30,