TALKSPACE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-08-17: Form 8-K; Period of report 2026-08-17; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2026-08-12: Form 8-K; Period of report 2026-08-11; Description 8.01 Other Events; Details 8.01.
- 2026-05-29: Form 8-K; Period of report 2026-05-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2026-03-09: Form 8-K; Period of report 2026-03-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-08-17 | 8-K | 2026-08-17 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On the Closing Date, pursuant to and in accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. 3.01 In connection with the consummation of the Merger, on August 17, 2026, the Company notified the Nasdaq Global Select Market (together with the Nasdaq Stock Market LLC, “NASDAQ”) the Merger had occurred and requested that NASDAQ (a) suspend trading of the Company Common Stock and (b) file with the SEC an application on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. 5.01 As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date and the Company became an indirect wholly owned subsidiary of Parent. 5.02 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. 5.03 At the Effective Time and by virtue of the Merger, the certificate of incorporation of the Company was amended and restated in the form set forth as Exhibit A to the Merger Agreement (the “Charter”). 8.01 On August 17, 2026, Parent and the Company issued a joint press release announcing the consummation of the Merger. | form8-k.htm |
| 2026-08-12 | 8-K | 2026-08-11 | 8.01 Other Events | 8.01 As previously announced, on March 9, 2026, Talkspace, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“Parent”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). | form8-k.htm |
| 2026-05-29 | 8-K | 2026-05-29 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 29, 2026, Talkspace, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). 8.01 On May 29, 2026, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | form8-k.htm |
| 2026-03-09 | 8-K | 2026-03-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 9, 2026, Talkspace, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“Parent”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). | form8-k.htm |
| 2026-03-09 | 8-K | 2026-03-09 | 8.01 Other Events | 8.01 On March 9, 2026, Talkspace, Inc. (the “Company”) issued a press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“Parent”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). | form8-k.htm |
| 2026-02-19 | 8-K | 2026-02-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on February 19, 2026 announcing its financial results for the quarter and year ended December 31, 2025. 7.01 On February 19, 2026, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended December 31, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20260219.htm |
| 2026-01-15 | 8-K | 2026-01-15 | 7.01 Regulation FD Disclosure | 7.01 Talkspace, Inc. (the "Company") prepared an investor presentation containing certain information and financial highlights, which representatives of the Company presented at the 44th Annual J.P. Morgan Healthcare Conference on January 15, 2026. | talk-20260115.htm |
| 2025-10-30 | 8-K | 2025-10-30 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on October 30, 2025 announcing its financial results for the quarter ended September 30, 2025. 7.01 On October 30, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended September 30, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20251030.htm |
| 2025-10-06 | 8-K | 2025-10-06 | 7.01 Regulation FD Disclosure | 7.01 On Monday, October 6, 2025, Talkspace, Inc. (the “Company”) issued a press release announcing the acquisition of Wisdo Health, a clinically-proven and AI-powered social health and peer support platform. | talk-20251006.htm |
| 2025-08-05 | 8-K | 2025-08-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on August 5, 2025 announcing its financial results for the quarter ended June 30, 2025. 7.01 On August 5, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended June 30, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20250805.htm |
| 2025-06-23 | 8-K | 2025-06-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2025 Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”), held on June 18, 2025, the Company’s stockholders: (i) elected Jon Cohen, Erez Shachar, and Madhu Pawar to serve as Class I directors until the 2028 annual meeting of the stockholders or until their respective successors shall have been duly elected and qualified, (ii) ratified the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global, as the Company’s independent auditors for the fiscal year ending December 31, 2025; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers. | talk-20250618.htm |
| 2025-05-06 | 8-K | 2025-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on May 6, 2025 announcing its financial results for the quarter ended March 31, 2025. 7.01 On May 6, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended March 31, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20250506.htm |
| 2025-02-20 | 8-K | 2025-02-20 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on February 20, 2025 announcing its financial results for the quarter and year ended December 31, 2024. 7.01 On February 20, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter and year ended December 31, 2024 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20250220.htm |
| 2025-01-15 | 8-K | 2025-01-15 | 7.01 Regulation FD Disclosure | 7.01 Talkspace, Inc. (the "Company") prepared an investor presentation containing certain information and financial highlights, which representatives of the Company intend to present at the 43rd Annual J.P. Morgan Healthcare Conference on January 15, 2025. | talk-20250115.htm |
| 2024-10-29 | 8-K | 2024-10-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on October 29, 2024 announcing its financial results for the quarter ended September 30, 2024. 7.01 On October 29, 2024, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended September 30, 2024 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20241029.htm |
| 2024-08-06 | 8-K | 2024-08-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on August 6, 2024 announcing its financial results for the quarter ended June 30, 2024. 7.01 On August 6, 2024, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended June 30, 2024 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20240806.htm |
| 2024-06-20 | 8-K | 2024-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2024 Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”), held on June 13, 2024, the Company’s stockholders: (i) elected Douglas Braunstein, Swati Abbott, and Liat Ben-Zur to serve as Class III directors until the 2027 annual meeting of the stockholders or until their respective successors shall have been duly elected and qualified, (ii) ratified the appointment of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year 2024; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers. | ef20031434_8k.htm |
| 2024-05-20 | 8-K | 2024-05-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) announced today that Jennifer Fulk and the Company have mutually agreed that Ms. Fulk will step down from her position as Chief Financial Officer, effective as of May 20, 2024. | talk-20240520.htm |
| 2024-05-07 | 8-K | 2024-05-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on May 7, 2024 announcing its financial results for the quarter ended March 31, 2024. 7.01 On May 7, 2024, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended March 31, 2024 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20240507.htm |
| 2024-02-22 | 8-K | 2024-02-22 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On February 22, 2024, Talkspace, Inc. (the “Company”) issued a press release announcing the events discussed in Item 8.01 below, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. 8.01 On February 22, 2024, the Company announced that its Board of Directors (“Board”) has approved a share repurchase program which authorizes the repurchase of up to $15 million of the currently outstanding shares of the Company’s common stock over a period of twenty-four months beginning on March 1, 2024 (the “Repurchase Program”). | ef20022232_8k.htm |
| 2024-02-22 | 8-K | 2024-02-22 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on February 22, 2024 announcing its financial results for the quarter and year ended December 31, 2023. 7.01 On February 22, 2024, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter and year ended December 31, 2023 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20240222.htm |
| 2023-12-05 | 8-K | 2023-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 2, 2023, the Board of the Directors (the “Board”) of Talkspace, Inc. (the “Company”), resolved, via unanimous written consent in lieu of a meeting, to increase the size of the Board from seven to nine directors (the “Increase”) and began a search to fill the vacancies created by the Increase. | ef20016047_8k.htm |
| 2023-11-02 | 8-K | 2023-11-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on November 2, 2023 announcing its financial results for the third quarter ended September 30, 2023. 7.01 On November 2, 2023, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the third quarter ended September 30, 2023 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20231102.htm |
| 2023-10-13 | 8-K | 2023-10-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2023 Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”), held on October 10, 2023, the Company’s stockholders: (i) did not approve the proposal to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors of the Company (the “Board”) such that all directors stand for election annually; (ii) elected Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting of the stockholders or until their respective successors shall have been duly elected and qualified, (iii) ratified the appointment of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year 2023; and (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers. | ef20012583_8k.htm |
| 2023-07-27 | 8-K | 2023-07-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on July 27, 2023 announcing its financial results for the second quarter ended June 30, 2023. 7.01 On July 27, 2023, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the second quarter ended June 30, 2023 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20230727.htm |
| 2023-07-25 | 8-K | 2023-06-30 | 8.01 Other Events | 8.01 As Talkspace, Inc. (the “Company”) has previously disclosed, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”), two shareholders of the Company filed derivative lawsuits asserting claims for violations of federal securities laws, breach of fiduciary duty and aiding and abetting the breaches of fiduciary duty relating to the merger with Hudson Executive Investment Corp. (“HEIC”) among other things and named certain of the Company’s current and former officers and directors as defendants and the Company as a nominal defendant. | talk-20230630.htm |
| 2023-06-06 | 8-K | 2023-06-02 | 8.01 Other Events | 8.01 On June 5, 2023, Talkspace, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing on The Nasdaq Stock Market. | brhc20054113_8k.htm |
| 2023-05-18 | 8-K | 2023-05-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 18, 2023, Talkspace, Inc. (“we”, “us”, “our”, or the “Company”) received notice from the Nasdaq Stock Market (“Nasdaq”) that we are now being afforded an additional 180-day period, or until November 13, 2023, to regain compliance with the Nasdaq’s minimum bid price requirement (the “Bid Price Extension Period”). | brhc20053196_8k.htm |
| 2023-05-02 | 8-K | 2023-05-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Talkspace, Inc. (the “Company”) issued a press release on May 2, 2023 announcing its financial results for the first quarter ended March 31, 2023. 7.01 On May 2, 2023, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the first quarter of fiscal year 2023 ended March 31, 2023 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. | talk-20230502.htm |
| 2023-03-17 | 8-K | 2023-03-17 | 8.01 Other Events | 8.01 As Talkspace, Inc. (the “Company”) previously announced on its Form 8-K filed on March 7, 2023, the Company filed a petition on March 3, 2023 in the Delaware Court of Chancery (the “Court of Chancery”) under 8 Del. | brhc10049947_8k.htm |
| 2023-03-07 | 8-K | 2023-03-03 | 8.01 Other Events | 8.01 On June 17, 2021, Hudson Executive Investment Corp. (“HEC”), the predecessor to Talkspace, Inc. (the “Company”), held a special meeting of stockholders (the “HEC Special Meeting”) to approve certain matters relating to the business combination between HEC, Groop Internet Platform, Inc., d/b/a Talkspace (“Old Talkspace”), Tailwind Merger Sub I, Inc., a Delaware corporation and subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of HEC (“Second Merger Sub”). | brhc10049437_8k.htm |
| 2023-02-22 | 8-K | 2023-02-22 | 7.01 Regulation FD Disclosure | 7.01 On February 22, 2023, Talkspace, Inc. (the “Company”) posted to the Investor Relations page of its website, www.talkspace.com, a presentation to investors regarding the Company in the form of the slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Slides”). | talk-20230222.htm |
| 2023-02-21 | 8-K | 2023-02-21 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on February 21, 2023 announcing its financial results for the fourth quarter and fiscal year 2022. | talk-20230221.htm |
| 2022-11-23 | 8-K | 2022-11-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 18, 2022, Talkspace, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). | brhc10044643_8k.htm |
| 2022-11-14 | 8-K | 2022-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 7, 2022, the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) appointed Dr. Jon R. Cohen to the position of Chief Executive Officer of the Company, effective as of November 9, 2022. | talk-20221107.htm |
| 2022-11-08 | 8-K | 2022-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on November 8, 2022 announcing its financial results for the third quarter ended September 30, 2022. | talk-20221108.htm |
| 2022-10-21 | 8-K | 2022-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On October 17, 2022, Samara Braunstein provided notice to the board of directors of Talkspace, Inc. (the “Company”) that she will be departing from her role as Chief Marketing Officer of the Company, effective immediately. 8.01 Effective as of October 17, 2022, the Board appointed Katelyn Watson as Chief Marketing Officer. | brhc10043178_8k.htm |
| 2022-09-21 | 8-K | 2022-09-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As previously disclosed in a Current Report on Form 8-K filed on September 8, 2022, Charles Berg, a member of the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”), resigned as director of the Company effective as of the 2022 Annual Meeting of Stockholders of the Company. 5.07 At the 2022 Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”), held on September 15, 2022, the Company’s stockholders voted on proposals to: (i) elect directors to the Board of Directors of the Company (the “Board”), (ii) ratify the appointment of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year 2022, (iii) to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, and (iv) to approve, on an advisory basis, the compensation of the Company’s named executive officers. | brhc10042097_8k.htm |
| 2022-09-08 | 8-K | 2022-09-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 6, 2022, Charles Berg, a member of the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”), notified the Board of his decision to resign as director of the Company effectively as of the 2022 Annual Meeting of Stockholders of the Company. | brhc10041710_8k.htm |
| 2022-08-08 | 8-K | 2022-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on August 8, 2022 announcing its financial results for the second quarter ended June 30, 2022. | talk-20220808.htm |
| 2022-05-11 | 8-K | 2022-05-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of May 9, 2022, the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) approved the grant of an equity award (the “Award”) under the Company’s 2021 Incentive Award Plan (the “Plan”) to Douglas Braunstein for his continued services as interim Chief Executive Officer. | talk-20220509.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on May 3, 2022 announcing its financial results for the first quarter ended March 31, 2022. | talk-20220503.htm |
| 2022-02-22 | 8-K | 2022-02-22 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on February 22, 2022 announcing its financial results for the fourth quarter and fiscal year ended December 31, 2021. | talk-20220222.htm |
| 2022-01-12 | 8-K | 2022-01-12 | 2.02 Results of Operations and Financial Condition | 2.02 On January 12, 2022, Talkspace, Inc. (the “Company”) announced preliminary unaudited financial results for the fourth quarter and fiscal year ended December 31, 2021. | talk-20220112.htm |
| 2021-12-21 | 8-K | 2021-12-21 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 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”). | d240618d8k.htm |
| 2021-12-10 | 8-K | 2021-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 6, 2021, Talkspace, Inc. (the “Company”) entered into an executive retention agreement (a “Retention Agreement”) with Jennifer Fulk, the Company’s Chief Financial Officer (the “Executive”). | talk-20211206.htm |
| 2021-11-24 | 8-K | 2021-11-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 22, 2021, Talkspace, Inc. (the “Company”) announced the resignation of Mark Hirschhorn, President and Chief Operating Officer, effective immediately. | talk-20211122.htm |
| 2021-11-18 | 8-K | 2021-11-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 15, 2021, Oren and Roni Frank, co-founders of Talkspace, Inc. (the “Company”) announced that they will be departing from their respective roles as Chief Executive Officer and Head of Clinical Services and will step down as members of the Company’s Board of Directors (the “Board”), effective immediately. | talk-20211115.htm |
| 2021-11-15 | 8-K | 2021-11-15 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on November 15, 2021 announcing its financial results for the three and nine months ended September 30, 2021. | talk-20211115.htm |
| 2021-08-09 | 8-K | 2021-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 Talkspace, Inc. (the “Company”) issued a press release on August 9, 2021 announcing its financial results for the three and six months ended June 30, 2021. | talk-20210809.htm |
| 2021-07-21 | 8-K | 2021-07-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 15, 2021, the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) appointed Jennifer Fulk as Chief Financial Officer of the Company, effective July 26, 2021 (the “Effective Date”). | d179976d8k.htm |
| 2021-06-23 | 8-K/A | 2021-06-22 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) Dismissal of independent registered public accounting firm. | d182715d8ka.htm |
| 2021-06-23 | 8-K | 2021-06-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 (f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as HEC was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.02 The disclosure set forth in the “Introductory Note—PIPE Investment” above is incorporated into this Item 3.02 by reference. 3.03 The disclosure set forth under Item 5.03 of this Report is incorporated herein by reference. 5.01 The disclosure set forth under the Introductory Note and in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Report is incorporated herein by reference. 5.02 The disclosure set forth in the Sections entitled “Directors and Executive Officers,” “Executive Compensation,” “Director Compensation,” and “Certain Relationships and Related Transactions” in Item 2.01 of this Report is incorporated herein by reference. 5.03 On June 22, 2021 and in connection with the Business Combination, Talkspace amended and restated its certificate of incorporation, effective as of the Closing (as amended and restated, the “A&R Charter”), and amended and restated its bylaws (as amended, the “A&R Bylaws”), effective as of the Closing. 5.06 As a result of the Business Combination, HEC ceased being a shell company. | d136958d8k.htm |
| 2021-06-17 | 8-K | 2021-06-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 17th, 2021, Hudson Executive Investment Corp. (the “Company” or “HEC” ) held a special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination with Groop Internet Platform, Inc., (d/b/a “Talkspace”) a Delaware corporation (“Talkspace”), pursuant to that certain Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”) by and among the Company, Tailwind Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of the Company (“Second Merger Sub”), and Talkspace. 8.01 On June 17, 2021, the Company issued a press release announcing the results of the Special Meeting. | d115266d8k.htm |
| 2021-06-01 | 8-K | 2021-06-01 | 8.01 Other Events | 8.01 On June 1, 2021, Hudson Executive Investment Corp. (the “Company” or “HEC”) issued a press release (the “Press Release”) announcing that it has established May 19, 2021 as the record date for determining those stockholders entitled to vote at a special meeting (the “Special Meeting”) and announcing that it has established June 17, 2021 as the date of the Special Meeting. | d184939d8k.htm |
| 2021-05-05 | 8-K | 2021-05-02 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. | d176048d8k.htm |
| 2021-01-13 | 8-K | 2021-01-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 7.01 On January 13, 2021, HEC and the Company, issued a press release (the “Press Release”) announcing the Transactions. | d74855d8k.htm |
| 2020-07-28 | 8-K | 2020-07-28 | 8.01 Other Events | 8.01 On July 28, 2020, Hudson Executive Investment Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about July 30, 2020. | d923840d8k.htm |
| 2020-06-17 | 8-K | 2020-06-11 | 8.01 Other Events | 8.01 On June 11, 2020, Hudson Executive Investment Corp. (the “Company”) consummated its initial public offering (“IPO”) of 41,400,000 units (the “Units”), including the issuance of 5,400,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. | d872303d8k.htm |
| 2020-06-11 | 8-K | 2020-06-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 10,280,000 warrants (the “Private Placement Warrants”) to HEC Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $10,280,000. 5.02 On June 8, 2020, in connection with the IPO, Thelma Duggin, Robert Greifeld and Amy Schulman (the “Directors”) were appointed to the board of directors of the Company (the “Board”). 5.03 On June 8, 2020, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended Charter”), effective the same day. 8.01 A total of $414,000,000, comprised of $405,720,000 of the proceeds from the IPO (which amount includes $14,490,000 of the underwriters’ deferred discount) and $8,280,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. | d937996d8k.htm |