0000950170-22-016051 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 05, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	TALKSPACE, INC.
Entity Central Index Key	0001803901
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		158,181,841
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-39314
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4636604
City Area Code	212
Local Phone Number	284-7206
Document Quarterly Report	true
Document Transition Report	false
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	TALK
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	TALKW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 166,622	$ 198,256
Accounts receivable, net of reserves of $4,698 and $4,918 as of June 30, 2022 and December 31, 2021, respectively	7,162	5,512
Other current assets	3,940	9,562
Total current assets	177,724	213,330
Property and equipment, net	623	624
Intangible assets, net	2,900	3,436
Goodwill	6,134	6,134
Other long-term assets	85	82
Total assets	187,466	223,606
CURRENT LIABILITIES:
Accounts payable	7,810	7,429
Deferred revenues	5,950	7,186
Accrued expenses and other current liabilities	10,898	12,562
Total current liabilities	24,658	27,177
Warrant liabilities	5,287	4,070
Other long-term liabilities	267	86
Total liabilities	30,212	31,333
Commitments and contingencies (Note 5)
STOCKHOLDERS' DEFICIT:
Common stock of $0.0001 par value-Authorized: 1,000,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 157,372,616 and 152,862,447 shares at June 30, 2022 and December 31, 2021, respectively	15	15
Additional paid-in capital	372,151	363,788
Accumulated deficit	(214,912)	(171,530)
Total stockholders' equity	157,254	192,273
Total liabilities and stockholders' equity	$ 187,466	$ 223,606

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Allowance, Accounts Receivable	$ 4,698	$ 4,918
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	157,372,616	152,862,447
Common stock, shares outstanding	157,372,616	152,862,447

Condensed Consolidated Statement of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues	$ 29,844	$ 30,983	$ 59,994	$ 58,140
Cost of revenues	15,297	11,697	30,426	21,511
Gross profit	14,547	19,286	29,568	36,629
Operating expenses:
Research and development, net	5,576	4,781	10,611	7,745
Clinical operations	2,316	1,913	4,092	3,990
Sales and marketing	18,931	26,443	40,339	48,694
General and administrative	8,792	13,710	16,802	16,318
Total operating expenses	35,615	46,847	71,844	76,747
Operating loss	21,068	27,561	42,276	40,118
Financial expense, net	1,865	2,870	996	3,043
Loss before taxes on income	22,933	30,431	43,272	43,161
Taxes on income	89	10	110	18
Net Loss	$ 23,022	$ 30,441	$ 43,382	$ 43,179
Net loss per share:
Earnings Per Share, Basic	$ 0.15	$ 1.15	$ 0.28	$ 2.15
Earnings Per Share, Diluted	$ 0.15	$ 1.15	$ 0.28	$ 2.15
Weighted average number of common shares:
Weighted average number of common shares used in computing basic net loss per share	155,709,901	26,362,369	154,901,165	20,097,094
Weighted average number of common shares used in computing diluted net loss per share	155,709,901	26,362,369	154,901,165	20,097,094

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Convertible Preferred Stock	Common stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance, value at Dec. 31, 2020		$ 111,282
Beginning balance, shares at Dec. 31, 2020		94,582,550
Beginning balance, value at Dec. 31, 2020	$ (98,898)		$ 1	$ 9,889	$ (108,788)
Beginning balance, shares at Dec. 31, 2020			13,413,431
Exercise of stock options	797			797
Exercise of stock options, share			684,923
Stock-based compensation	1,513			1,513
Issuance of warrants	125			125
Net loss	(12,738)				(12,738)
Ending balance, value at Mar. 31, 2021		$ 111,282
Ending balance, shares at Mar. 31, 2021		94,582,550
Ending balance, value at Mar. 31, 2021	(109,201)		$ 1	12,324	(121,526)
Ending balance, shares at Mar. 31, 2021			14,098,354
Beginning balance, value at Dec. 31, 2020		$ 111,282
Beginning balance, shares at Dec. 31, 2020		94,582,550
Beginning balance, value at Dec. 31, 2020	(98,898)		$ 1	9,889	(108,788)
Beginning balance, shares at Dec. 31, 2020			13,413,431
Net loss	(43,179)
Ending balance, value at Jun. 30, 2021		$ 0
Ending balance, shares at Jun. 30, 2021		0
Ending balance, value at Jun. 30, 2021	202,261		$ 15	354,213	(151,967)
Ending balance, shares at Jun. 30, 2021			152,255,736
Beginning balance, value at Mar. 31, 2021		$ 111,282
Beginning balance, shares at Mar. 31, 2021		94,582,550
Beginning balance, value at Mar. 31, 2021	(109,201)		$ 1	12,324	(121,526)
Beginning balance, shares at Mar. 31, 2021			14,098,354
Common stock issued related to exercise of warrants, value	609			609
Common stock issued related to exercise of warrants, shares			98,871
Acquisition of warrants, Amount	27,945			27,945
Exercise of stock options	1,128			1,128
Exercise of stock options, share			2,617,908
Stock-based compensation	15,196			15,196
Preferred stock conversion, Share		(94,582,550)	94,582,550
Preferred stock conversion, Value	111,282	$ (111,282)	$ 10	111,272
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, Amount	185,743		$ 4	185,739
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, Shares			40,858,053
Net loss	(30,441)				(30,441)
Ending balance, value at Jun. 30, 2021		$ 0
Ending balance, shares at Jun. 30, 2021		0
Ending balance, value at Jun. 30, 2021	202,261		$ 15	354,213	(151,967)
Ending balance, shares at Jun. 30, 2021			152,255,736
Beginning balance, value at Dec. 31, 2021		$ 0
Beginning balance, shares at Dec. 31, 2021		0
Beginning balance, value at Dec. 31, 2021	$ 192,273		$ 15	363,788	(171,530)
Beginning balance, shares at Dec. 31, 2021	152,862,447		152,862,447
Exercise of stock options	$ 2,063			2,063
Exercise of stock options, share			2,164,870
Restricted Stock Units Vested	(67)			(67)
Restricted Stock Units Vested Shares			77,338
Stock-based compensation	2,368			2,368
Net loss	(20,360)				(20,360)
Ending balance, value at Mar. 31, 2022		$ 0
Ending balance, shares at Mar. 31, 2022		0
Ending balance, value at Mar. 31, 2022	176,277		$ 15	368,152	(191,890)
Ending balance, shares at Mar. 31, 2022			155,104,655
Beginning balance, value at Dec. 31, 2021		$ 0
Beginning balance, shares at Dec. 31, 2021		0
Beginning balance, value at Dec. 31, 2021	$ 192,273		$ 15	363,788	(171,530)
Beginning balance, shares at Dec. 31, 2021	152,862,447		152,862,447
Net loss	$ (43,382)
Ending balance, value at Jun. 30, 2022		$ 0
Ending balance, shares at Jun. 30, 2022		0
Ending balance, value at Jun. 30, 2022	$ 157,254		$ 15	372,151	(214,912)
Ending balance, shares at Jun. 30, 2022	157,372,616		157,372,616
Beginning balance, value at Mar. 31, 2022		$ 0
Beginning balance, shares at Mar. 31, 2022		0
Beginning balance, value at Mar. 31, 2022	$ 176,277		$ 15	368,152	(191,890)
Beginning balance, shares at Mar. 31, 2022			155,104,655
Exercise of stock options	286			286
Exercise of stock options, share			1,092,515
Restricted Stock Units Vested	(126)			(126)
Restricted Stock Units Vested Shares			1,175,446
Stock-based compensation	3,839			3,839
Net loss	(23,022)				(23,022)
Ending balance, value at Jun. 30, 2022		$ 0
Ending balance, shares at Jun. 30, 2022		0
Ending balance, value at Jun. 30, 2022	$ 157,254		$ 15	$ 372,151	$ (214,912)
Ending balance, shares at Jun. 30, 2022	157,372,616		157,372,616

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (43,382)	$ (43,179)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	697	955
Amortization of debt issuance cost	0	175
Stock-based compensation	6,207	16,709
Warrant change in fair value	1,217	3,043
Increase in accounts receivable, net	(1,650)	(703)
Decrease (increase) in other current assets	5,622	(1,784)
Increase in accounts payable	381	4,833
(Decrease) increase in deferred revenues	(1,236)	2,377
Decrease in accrued expenses and other current liabilities	(1,145)	(213)
Increase in other long-term liabilities	178	0
Net cash used in operating activities	(33,111)	(17,787)
Cash flows from investing activities:
Purchase of property and equipment	(160)	(449)
Net cash used in investing activities	(160)	(449)
Cash flows from financing activities:
(Payments) proceeds from reverse capitalization, net of transaction costs	(645)	251,325
Proceeds from borrowings	0	6,000
Repayment of borrowings	0	(6,000)
Payment of debt issuance costs	0	(50)
Proceeds from exercise of stock options	2,349	1,886
Payments for employee taxes withheld related to vested stock-based awards	(67)	0
Net cash provided by financing activities	1,637	253,161
Net (decrease) increase in cash and cash equivalents	(31,634)	234,925
Cash and cash equivalents at the beginning of the period	198,256	13,248
Cash and cash equivalents at the end of the period	166,622	248,173
Supplemental cash flow data:
Cash paid during the period for interest	25	101
Cash paid during the period for income taxes	97	0
Non-Cash financing activities:
Conversion of preferred stock to common stock	0	111,282
Issuance of warrant and other costs related to the Credit Agreement	$ 0	$ 175

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2022

Description Of Organisation And Business Operation [Abstract]

Description of organization and business operations

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 was originally incorporated as Hudson Executive Investment Corp. (“HEC”). In connection with the Business Combination completed in June 2021, HEC changed its name to “Talkspace, Inc.”

Operating Segments

The Company operates its business as a single segment and as one reporting unit, which is how the Company's chief operating decision maker (who is the interim chief executive officer) reviews financial performance and allocates resources.

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	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, 2021, 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 year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any Variable Interest Entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. In the second quarter of 2022, the Company completed the transition of its structure with respect to its relationships with healthcare providers and certain affiliated professional association and professional corporations in which it holds a variable interest. These affiliated professional association and professional corporations are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. The Company determined that it is the primary beneficiary of the VIEs and as a result consolidated them in its financial statements. All intercompany transactions and balances have been eliminated. See Note 11, “Variable Interest Entities,” for further details. 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. Recently Issued and Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. Retrospective application of the guidance is permitted. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and the adoption did not have a significant impact on its condensed consolidated financial statements or related disclosures. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer's Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments in this ASU are effective for public entities excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures.

Revenue Recognition

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 3. REVENUE RECOGNITION

The Company operates 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 generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to its therapy platform as well as supplementary a la carte offerings, payments from members and their respective insurance companies and annually contracted platform access fees from enterprise clients for the delivery of therapy services to their members or employees. The Company provides these services directly to individuals through a subscription plan. The Company recognizes member subscription revenues ratably over the subscription period, beginning when therapy services commence. Members may cancel at any time and will receive a pro-rata refund for the subscription price.

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 Company recognizes contracted revenue from our enterprise clients from the commencement of their contracted term through the annual period based primarily on a per-member-per month model. The Company recognizes revenues from services provided to insured members at a point in time, as virtual therapy session is rendered. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service. Contracts with enterprise clients are for one or more years with the ability to provide 60 days advance notice prior to termination at each year mark during the term. On occasion and depending on the client, the Company allows a 60 or 90 day intra-year termination notice but only after the client has completed the first year of service.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenues from sales to unaffiliated customers:
Consumers	$	15,279	$	21,091	$	31,658	$	39,655
Commercial		14,565		9,892		28,336		18,485
Total	$	29,844	$	30,983	$	59,994	$	58,140

Accounts Receivable and Revenue Reserves

Revenue reserves are deducted from accounts receivable to present the net amount expected to be collected. As of June 30, 2022, revenue reserves mainly relate to allowances for accounts receivable balances from health insurance and EAP organizations.

During the six months ended June 30, 2022 and 2021, the Company recorded an increase in revenue reserves of $1.0 million and $0.2 million, respectively. During the six months ended June 30, 2022, the Company wrote-off $1.2 million of its aged receivables that were previously fully reserved. There were no write-offs of aged balances during the six months ended June 30, 2021.

There were insignificant changes in reserves and no write-offs of aged balances during the three months ended June 30, 2022 and 2021.

As of June 30, 2022, the balance of receivables related to health insurance and EAP organizations was $5.8 million and the revenue reserves against these receivables was $4.7 million, of this amount $2.6 million relates to aged balances for periods prior to 2022.

Deferred Revenue

The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. As of June 30, 2022, deferred revenue related mainly to the Company’s consumer subscription business. Deferred revenue as of June 30, 2022 was $6.0 million ($7.2 million as of December 31, 2021). The Company recognizes deferred revenues as revenues in the statement of operations once performance obligations have been performed and satisfied. The Company expects to satisfy the majority of its performance obligations associated with deferred revenue within one year or less.

Contract Costs

The Company elected to use the practical expedient to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 4. FAIR VALUE MEASUREMENT

The carrying value of the Company’s cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximate fair value because of the relatively short-term nature of the underlying assets. The Company’s Private Placement Warrants are carried at fair value with changes in fair value recognized in earnings each period.

The Private Placement Warrants assumed in connection with the consummation of the Business Combination and the closing of the Forward Purchase Agreement with the HEC Fund are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within financial expense, net, in the condensed consolidated statement of operations.

The Private Placement Warrants were valued using the Black-Scholes-Merton Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. For the three and six months ended June 30, 2022, the Company had losses related to the remeasurement of the Private Placement Warrants of $2.1 million and $1.2 million, respectively.

The following table presents the changes in the fair value of warrant liabilities during the three and six months ended June 30, 2022:


	Level 3 Liabilities
	For the Three Months Ended June 30, 2022
(in thousands)	Beginning Balance		Change in Fair Value		Ending Balance
Private Placement Warrants	$	3,195	$	2,092	$	5,287

	Level 3 Liabilities
	For the Six Months Ended June 30, 2022
(in thousands)	Beginning Balance		Change in Fair Value		Ending Balance
Private Placement Warrants	$	4,070	$	1,217	$	5,287

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

NOTE 5. COMMITMENTS AND CONTINGENT LIABILITIES

Lease commitments

The Company does not currently have any leases with terms in excess of 12 months. Since terminating the prior office lease agreement in New York City in August 2020, the Company has an immaterial month to month operating lease for office space in New York City. The Company currently has no permanent physical office space, and the majority of its employees are working remotely.

The Company has limited operations outside the United States. The Company has one foreign subsidiary located in Israel which leases its operating facilities under a month-to-month operating lease agreement.

The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases.

Rent expenses under the Company’s short-term operating leases for the three and six months ended June 30, 2022 was $50,000 and $110,000, respectively.

Litigation

The Company is and may in the future be involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that any such litigation or claims are unlikely to have any material adverse impact on the Company’s consolidated results of operations, cash flows or financial position. Regardless of the outcome, however, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors.

In January 2022, the Company and certain of its current and former officers and directors were named as defendants in securities class action complaints filed in the United States District Court for the Southern District of New York (the “Securities Actions”) under the case headings: (1) Baron v. Talkspace et al., No. 22-cv-00163 (S.D.N.Y.) and (2) Valdez v. Talkspace et al., No. 22-cv-00840 (S.D.N.Y.). The Securities Actions asserted violations of sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rules 10b-5 and 14a-9 promulgated thereunder. The Securities Actions generally relate to public disclosures and statements by the Company in connection with its merger with HEC. The core allegations are that in connection with the merger, defendants made material misstatements and omissions regarding Talkspace’s business, financial condition, and growth prospects. The complaints seek, among other things, damages on behalf of all members of the proposed class. In June 2022, the Securities Actions were consolidated under the caption In re Talkspace, Inc. Securities Litigation (the “Consolidated Securities Action”).

On June 15, 2022, an individual filed a stockholder derivative lawsuit purportedly on behalf of Talkspace, naming certain of the Company’s current and former officers and directors as defendants and the Company as a nominal defendant. The suit is pending in the United States District Court for the Southern District of New York under the case caption Odsvall v. Oren Frank et al., No. 22-cv-05016 (S.D.N.Y.) (the “Odsvall Derivative Lawsuit”). The Odsvall Derivative Lawsuit asserts claims for violations of federal securities laws and breaches of fiduciary duty based on many of the same facts at-issue in the Consolidated Securities Action. The complaint in the Odsvall Derivative Lawsuit additionally alleges that the individual defendants breached their fiduciary obligations to Talkspace by permitting misleading statements to be published in a proxy statement, press releases, and other public filings and announced on a quarterly earnings call. The complaint seeks, among other things, damages on behalf of the Company, restitution and injunctive relief.

On July 22, 2022, an individual filed a stockholder derivative lawsuit purportedly on behalf of Talkspace, naming the Company’s current directors as defendants and the Company as a nominal defendant. The suit is pending in the United States District Court for the Southern District of New York under the case caption Nayman v. Berg, et al., No. 22-cv-06258 (S.D.N.Y.) (the “Nayman Derivative Lawsuit”). The Nayman Derivative Lawsuit asserts claims for violations of federal securities laws, breach of fiduciary duty, and aiding and abetting breach of fiduciary duty relating to the merger with HEC, among other things, based on many of the same facts at issue in the Consolidated Securities Action. The complaint seeks, among other things, damages on behalf of the Company, restitution and injunctive relief.

The Company is not able to predict the outcome of these lawsuits, nor can it predict the amount of time and expense that will be required to resolve the lawsuits. The Company believes that the lawsuits are without merit and intends to vigorously defend against them.

In addition to the foregoing, from time-to-time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. In the opinion of management, the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated.

Warranties and Indemnification

The Company’s arrangements generally include certain provisions for indemnifying clients against liabilities if there is a breach of a client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

Capital Stock

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Capital Stock

NOTE 6. CAPITAL STOCK

The Company’s authorized capital stock consists of (a) 1,000,000,000 shares of common stock, par value $0.0001 per share; and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2022, there were 157,372,616 shares of common stock issued and outstanding (152,862,447 as of December 31, 2021). As of June 30, 2022 and December 31, 2021, no shares of preferred stock were issued or outstanding.

Share-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 7. SHARE-BASED COMPENSATION

The Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent. In connection with the effectiveness of the 2021 Plan, no further awards will be granted under the 2014 Plan. Employees, consultants and directors of the Company, and employees and consultants of its subsidiaries, are eligible to receive awards under the 2021 Plan.

In connection with the closing of the Business Combination, the Company also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) under which employees of Talkspace and its participating subsidiaries are provided with the opportunity to purchase Talkspace common stock at a discount through accumulated payroll deductions during successive offering periods. As of June 30, 2022, no employee stock purchases have been made under the 2021 ESPP.

All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s condensed consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period).

The following table sets forth the total stock-based compensation expense related to stock options and restricted stock units included in the respective components of operating expenses in the condensed consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Research and development, net	$	662	$	1,345	$	1,208	$	1,517
Clinical Operations		79		216		201		287
Sales and Marketing		816		3,142		1,593		4,019
General and administrative		2,282		10,493		3,205		10,886
Total stock-based compensation expense	$	3,839	$	15,196	$	6,207	$	16,709

Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

NOTE 8. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2022		2021		2022		2021
Net loss	$	23,022	$	30,441	$	43,382	$	43,179

Weighted-average shares used to compute net loss per share, basic and diluted		155,709,901		26,362,369		154,901,165		20,097,094

Net loss per share, basic and diluted	$	0.15	$	1.15	$	0.28	$	2.15

For the three and six months ended June 30, 2022, the following were excluded from the calculation of diluted net loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 18,042,701 stock options, 6,360,148 restricted stock units, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company’s common stock.

For the three and six months ended June 30, 2021, the following were excluded from the calculation of diluted net loss per share since each would have had an anti-dilutive effect: 18,304,765 stock options, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company's common stock.

Taxes on Income

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Taxes on Income

NOTE 9. TAXES ON INCOME

As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not expected to be realized.

The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Accrued Expenses and Other Current Liabilities Abstract

Accrued Expenses and Other Current Liabilities

NOTE 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities are comprised of the following:


(in thousands)	June 30, 2022		December 31, 2021
Employee compensation	$	5,183	$	5,988
User acquisition		3,203		2,680
Professional fees		707		1,303
Other		1,805		2,591
Accrued expenses and other current liabilities	$	10,898	$	12,562

Variable Interest Entities

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES ("VIEs")

NOTE 11. VARIABLE INTEREST ENTITIES ("VIEs")

In the second quarter of 2022, the Company completed its transition with respect to its relationships with healthcare providers under Talkspace Provider Network, PA (“TPN”), a Texas professional association entity. The Company's wholly owned subsidiary, Talkspace LLC, is party to various Management Services Agreements (“MSAs”) between it and TPN as well as other affiliated professional entities ("PC entities") as part of this transition. TPN and the PC entities, where applicable, contract with physicians, therapists, and other licensed professionals for clinical and professional services provided to the Company’s members. The Company believes the transition to a structure where it operates under various MSAs with professional associations and professional corporations authorized by state law to contract with affiliated professionals to delivery teletherapy services to its members, will help ensure the Company is able to comply with all applicable regulatory requirements, including the corporate practice of medicine and fee-splitting laws, that are necessarily implicated by engaging in telehealth care that can only be delivered by physicians. The Company is continuing to transition its current agreements with its clients, members and other business partners to TPN or the PC entities, where applicable.

Pursuant to the MSAs, Talkspace LLC is the manager entity (the “Manager”) and provides management and administrative resources and services essential to the operations of TPN and the PC entities and receives a management fee for these services and reimbursement of expenses incurred. TPN and the PC entities in turn have the obligation under the MSAs to engage all licensed physicians and other health professionals to provide behavioral healthcare services to the Company's members. As of June 30, 2022, the PC entities are not active and no activity has been recorded under these entities.

The Company holds a variable interest in TPN. TPN is considered a variable interest entity (“VIE”) under Accounting Standard Codification 810, Consolidation, since it does not have sufficient equity to finance its activities without additional subordinated financial support. An entity having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities of TPN that most significantly impact TPN's economic performance and the obligation to absorb all losses or the right to receive the benefits from TPN, and as a result TPN is consolidated in the Company’s financial statements. In addition, no non-controlling interest is recorded in respect of TPN as it has a single individual shareholder who has no right to dividends or residual interest.

The following table details the assets and liabilities of the Company's consolidated VIE:


(in thousands)	June 30, 2022
ASSETS
Cash and cash equivalents	$	306
Other assets		54
Total Assets	$	360
LIABILITIES
Accrued expenses and other current liabilities		3,140
Total Liabilities	$	3,140

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	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, 2021, 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 year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any Variable Interest Entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. In the second quarter of 2022, the Company completed the transition of its structure with respect to its relationships with healthcare providers and certain affiliated professional association and professional corporations in which it holds a variable interest. These affiliated professional association and professional corporations are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. The Company determined that it is the primary beneficiary of the VIEs and as a result consolidated them in its financial statements. All intercompany transactions and balances have been eliminated. See Note 11, “Variable Interest Entities,” for further details.
Use of estimates	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.
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. Retrospective application of the guidance is permitted. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and the adoption did not have a significant impact on its condensed consolidated financial statements or related disclosures. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer's Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments in this ASU are effective for public entities excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures.

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Revenue Source

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Revenues from sales to unaffiliated customers:
Consumers	$	15,279	$	21,091	$	31,658	$	39,655
Commercial		14,565		9,892		28,336		18,485
Total	$	29,844	$	30,983	$	59,994	$	58,140

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Summary of warrants

The following table presents the changes in the fair value of warrant liabilities during the three and six months ended June 30, 2022:


	Level 3 Liabilities
	For the Three Months Ended June 30, 2022
(in thousands)	Beginning Balance		Change in Fair Value		Ending Balance
Private Placement Warrants	$	3,195	$	2,092	$	5,287

	Level 3 Liabilities
	For the Six Months Ended June 30, 2022
(in thousands)	Beginning Balance		Change in Fair Value		Ending Balance
Private Placement Warrants	$	4,070	$	1,217	$	5,287

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-Based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Research and development, net	$	662	$	1,345	$	1,208	$	1,517
Clinical Operations		79		216		201		287
Sales and Marketing		816		3,142		1,593		4,019
General and administrative		2,282		10,493		3,205		10,886
Total stock-based compensation expense	$	3,839	$	15,196	$	6,207	$	16,709

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2022		2021		2022		2021
Net loss	$	23,022	$	30,441	$	43,382	$	43,179

Weighted-average shares used to compute net loss per share, basic and diluted		155,709,901		26,362,369		154,901,165		20,097,094

Net loss per share, basic and diluted	$	0.15	$	1.15	$	0.28	$	2.15

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Accrued Expenses and Other Current Liabilities Abstract

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities are comprised of the following:


(in thousands)	June 30, 2022		December 31, 2021
Employee compensation	$	5,183	$	5,988
User acquisition		3,203		2,680
Professional fees		707		1,303
Other		1,805		2,591
Accrued expenses and other current liabilities	$	10,898	$	12,562

Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Assets and liabilities of the Company's consolidated VIE

The following table details the assets and liabilities of the Company's consolidated VIE:


(in thousands)	June 30, 2022
ASSETS
Cash and cash equivalents	$	306
Other assets		54
Total Assets	$	360
LIABILITIES
Accrued expenses and other current liabilities		3,140
Total Liabilities	$	3,140

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues fom sales to unaffiliated customers:
Total Revenue	$ 29,844	$ 30,983	$ 59,994	$ 58,140
Consumer
Revenues fom sales to unaffiliated customers:
Total Revenue	15,279	21,091	31,658	39,655
Commercial
Revenues fom sales to unaffiliated customers:
Total Revenue	$ 14,565	$ 9,892	$ 28,336	$ 18,485

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 30
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Deferred Revenue	$ 6,000		$ 6,000		$ 7,200
Increase In Revenue Reserve			1,000	$ 200
Accounts receivable, net	7,162		7,162		$ 5,512
Aged receivables wrote-off	0	$ 0	1,200	$ 0
Revenue Reserves	4,700		4,700
Aged Balances	2,600		2,600
Health Plans and EAP Customers
Disaggregation of Revenue [Line Items]
Accounts receivable, net	$ 5,800		$ 5,800

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Private Placement Warrants
Loss on Remeasurement of Warrant	$ 2.1	$ 1.2

Fair Value Measurements - Summary of warrants (Detail) - Private Placement Warrants - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Fair value as of beginning	$ 3,195	$ 4,070
Change in value	2,092	1,217
Fair value as of ending	$ 5,287	$ 5,287

Commitments and Contingent Liabilities - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Rental Expense	$ 50,000	$ 110,000

Capital Stock - Additional Information (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000
Preferred stock, par value	$ 0.0001
Common Stock Shares Issued	157,372,616	152,862,447
Common stock, shares outstanding	157,372,616	152,862,447
Preferred Stock Shares Issued	0	0
Preferred stock, shares outstanding	0	0

Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 3,839		$ 15,196		$ 6,207	$ 16,709
Common stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise of stock options, share	1,092,515	2,164,870	2,617,908	684,923

Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 3,839	$ 15,196	$ 6,207	$ 16,709
Research and Development, net
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	662	1,345	1,208	1,517
Clinical Operations
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	79	216	201	287
Sales and Marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	816	3,142	1,593	4,019
General and Administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 2,282	$ 10,493	$ 3,205	$ 10,886

Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss	$ 23,022	$ 20,360	$ 30,441	$ 12,738	$ 43,382	$ 43,179
Denominator:
Weighted-average shares used in basic computations	155,709,901		26,362,369		154,901,165	20,097,094
Weighted-average shares used in diluted computations	155,709,901		26,362,369		154,901,165	20,097,094
Net loss per share, basic	$ 0.15		$ 1.15		$ 0.28	$ 2.15
Net loss per share, diluted	$ 0.15		$ 1.15		$ 0.28	$ 2.15

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Income (Loss) Per Share - Additional Information (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the calculation of diluted loss per share	6,360,148		6,360,148
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the calculation of diluted loss per share	18,042,701	18,304,765	18,042,701	18,304,765
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the calculation of diluted loss per share	12,780,000	12,780,000	12,780,000	12,780,000
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the calculation of diluted loss per share	21,350,000	21,350,000	21,350,000	21,350,000

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Expense and Other Current Liabilities [Abstract]
Employee compensation	$ 5,183	$ 5,988
User acquisition	3,203	2,680
Professional fees	707	1,303
Other	1,805	2,591
Accrued expenses and other current liabilities	$ 10,898	$ 12,562

Variable Interest Entities -Additional Information (Details)	6 Months Ended
	Jun. 30, 2022
Variable interest in TPN
Variable Interest Entity [Line Items]
Variable Interest Entity, Financial or Other Support, Reasons	The Company holds a variable interest in TPN. TPN is considered a variable interest entity (“VIE”) under Accounting Standard Codification 810, Consolidation, since it does not have sufficient equity to finance its activities without additional subordinated financial support. An entity having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities of TPN that most significantly impact TPN's economic performance and the obligation to absorb all losses or the right to receive the benefits from TPN, and as a result TPN is consolidated in the Company’s financial statements. In addition, no non-controlling interest is recorded in respect of TPN as it has a single individual shareholder who has no right to dividends or residual interest.

Variable Interest Entities - Summary of assets and liabilities of the Company's consolidated VIE (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 166,622	$ 198,256
Total assets	187,466	223,606
LIABILITIES
Accrued expenses and other current liabilities	10,898	$ 12,562
Variable Interest Entity [Member]
ASSETS
Cash and cash equivalents	306
Other assets	54
Total assets	360
LIABILITIES
Accrued expenses and other current liabilities	3,140
Total Liabilities	$ 3,140

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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