Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-257686
Prospectus Supplement No. 7
(To Prospectus dated July 12, 2021)
118,770,425 SHARES OF COMMON STOCK AND
12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
33,480,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS
This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2021 (as supplemented or amended from time to time, the Prospectus), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-257686). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Report on Form 8-K filed with the SEC on December 21, 2021, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Talkspace, Inc.s common stock and warrants are quoted on the Nasdaq Global Select Market under the symbols TALK and TALKW, respectively. On December 20, 2021, the closing prices of our common stock and warrants were $1.87 and $0.22, respectively.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE RISK FACTORS BEGINNING ON PAGE 5 OF THE PROSPECTUS, ON PAGE 33 OF OUR QUARTERLY REPORT ON 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 (ATTACHED TO PROSPECTUS SUPPLEMENT NO. 2 TO THE PROSPECTUS FILED ON AUGUST 9, 2021) AND ON PAGE 37 OF OUR QUARTERLY REPORT ON 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 (ATTACHED TO PROSPECTUS SUPPLEMENT NO. 3 TO THE PROSPECTUS FILED ON NOVEMBER 16, 2021).
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 21, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|Address Not Applicable||Address Not Applicable|
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common stock, $0.0001 par value per share||TALK||Nasdaq Global Select Market|
|Warrants to purchase common stock||TALKW||Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
Talkspace, Inc. (the Company) previously reported that (i) its B2B eligible lives1 were 71.9 million as of June 30, 2021 and (ii) its B2B eligible lives were 75.3 million as of September 30, 2021 (the Prior Statements). The Company is filing this Current Report on Form 8-K to correct the Prior Statements based on information provided to the Company by a large health plan. The correct number of B2B eligible lives as of June 30, 2021 was 55.0 million, representing growth of 64% year-over-year and the correct number of B2B eligible lives as of September 30, 2021 was 56.6 million, representing growth of 44% year-over-year. The Prior Statements included certain of B2B eligible lives under the Companys arrangement with that health plan that the health plan subsequently determined were not yet eligible to use the Companys services. The status of that health plans lives remains unchanged and the Company has approximately 69 million B2B eligible lives as of the date of this filing. The correction of the Prior Statements does not affect any Company financial data or impact any previously reported GAAP or non-GAAP metric.
The Company considers B2B lives eligible if such persons are eligible to receive treatment on the Talkspace platform, in the case of the Companys enterprise clients, for no additional cost when their employer is under an active contract with Talkspace, or, in the case of health plan clients, at an agreed upon reimbursement rate through insurance under an employee assistance program or other network behavioral health paid benefit program. As noted in the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2021, there may be instances where a person may be covered through multiple solutions, typically through behavioral health plans and employee assistance programs. In these instances, the person is counted each time they are covered in the B2B eligible lives calculation, which may cause the amount of B2B eligible lives to reflect a higher number of members than we actually serve.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: December 21, 2021||By:|| |
/s/ Jennifer Fulk
|Chief Financial Officer|