Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
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 | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 152,255,736 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | 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 $0.0001 per share | |
Trading Symbol | TALK | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | TALKW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 248,173 | $ 13,248 | |
Accounts receivable | 6,617 | 5,914 | |
Other current assets | 4,318 | 1,515 | |
Total current assets | 259,108 | 20,677 | |
Property and equipment, net | 549 | 175 | |
Deferred issuance cost | 0 | 692 | |
Intangible assets, net | 4,315 | 5,195 | |
Goodwill | 6,134 | 6,134 | |
Other long-term assets | 98 | 0 | |
Total assets | 270,204 | 32,873 | |
CURRENT LIABILITIES: | |||
Accounts payable | 11,759 | 7,901 | |
Deferred revenues | 7,549 | 5,172 | |
Accrued expenses and other current liabilities | 9,640 | 7,416 | |
Total current liabilities | 28,948 | 20,489 | |
Warrant liabilities | 38,897 | 0 | |
Other long-term liabilities | 98 | 0 | |
Total liabilities | 67,943 | 20,489 | |
CONVERTIBLE PREFERRED STOCK: | |||
Convertible preferred stock (Series Seed, Seed-1, Seed-2, A, B, C and D) of 0.0001 par value -- Authorized: 100,000,000 and 95,709,146 shares at June 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 0 and 94,582,550 shares at June 30, 2021 and December 31, 2021, respectively (1) | [1] | 0 | 111,282 |
STOCKHOLDERS' DEFICIT: | |||
Common stock of 0.0001 par value -- Authorized: 1,000,000,000 and 129,397,278 shares at June 30, 2021 and December 31, 2020, respectively; Issued and outstanding: 152,255,736 and 13,413,431 shares at June 30, 2021 and December 31, 2020, respectively (1) | [1] | 15 | 1 |
Additional paid-in capital (1) | [1] | 354,213 | 9,889 |
Accumulated deficit | (151,967) | (108,788) | |
Total stockholders' deficit | 202,261 | (98,898) | |
Total liabilities, convertible preferred stock and stockholders' deficit | $ 270,204 | $ 32,873 | |
[1] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | 6 Months Ended | |
Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 | |
Preferred stock, shares authorized | 100,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 129,397,278 |
Common stock, shares issued | 152,255,736 | 13,413,431 |
Common stock, shares outstanding | 152,255,736 | 13,413,431 |
Common stock, conversion ratio | 1.134140 | |
Convertible Preferred Stock Series Seed Seed One Seed Two A,B,C And D | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 95,709,146 |
Preferred stock, shares issued | 0 | 94,582,550 |
Preferred stock, shares outstanding | 0 | 94,582,550 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Revenues | $ 30,983 | $ 17,877 | $ 58,140 | $ 28,997 | |
Cost of Revenues | 11,697 | 5,570 | 21,511 | 10,980 | |
Gross Profit | 19,286 | 12,307 | 36,629 | 18,017 | |
Operating expenses: | |||||
Research and development, net | 4,781 | 2,400 | 7,745 | 5,128 | |
Clinical operations | 1,913 | 759 | 3,990 | 1,636 | |
Sales and marketing | 26,443 | 8,442 | 48,694 | 17,360 | |
General and administrative | 13,710 | 1,347 | 16,318 | 2,461 | |
Total operating expenses | 46,847 | 12,948 | 76,747 | 26,585 | |
Operating loss | 27,561 | 641 | 40,118 | 8,568 | |
Financial expense (income), net | 2,870 | (1) | 3,043 | (31) | |
Loss before taxes on income | 30,431 | 640 | 43,161 | 8,537 | |
Taxes on income | 10 | 6 | 18 | 9 | |
Net loss | 30,441 | 646 | 43,179 | 8,546 | |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive loss | $ 30,441 | $ 646 | $ 43,179 | $ 8,546 | |
Net loss per share (1): | |||||
Basic and diluted net loss per share | [1] | $ 1.15 | $ 0.05 | $ 2.15 | $ 0.64 |
Weighted average number of common shares used in computing basic and diluted net loss per share | [1] | 26,362,369 | 13,367,502 | 20,097,094 | 13,334,965 |
[1] | Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Operations and Comprehensive Loss (Parenthetical) | 6 Months Ended |
Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |
Common stock, conversion ratio | 1.134140 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Groop | Convertible Preferred Stock | Convertible Preferred StockGroop | Additional Paid-in Capital | Additional Paid-in CapitalGroop | Accumulated Deficit | Accumulated DeficitGroop | Common stock | Common stockGroop | ||||||
Beginning balance, value at Dec. 31, 2019 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Dec. 31, 2019 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2019 | $ (79,599) | $ 6,818 | [1] | $ (86,418) | $ 1 | [1] | ||||||||||
Beginning balance, shares at Dec. 31, 2019 | [1] | 13,223,673 | ||||||||||||||
Exercise of stock options | [1] | 0 | 122,004 | |||||||||||||
Exercise of stock options , Value | 54 | $ 0 | [1] | 54 | [1] | 0 | ||||||||||
Stock-based compensation | 401 | 0 | [1] | 401 | [1] | 0 | $ 0 | [1] | ||||||||
Net loss | (7,900) | 0 | [1] | 0 | [1] | (7,900) | 0 | [1] | ||||||||
Ending balance, value at Mar. 31, 2020 | (87,044) | 7,273 | [1] | (94,318) | $ 1 | [1] | ||||||||||
Ending balance, shares at Mar. 31, 2020 | [1] | 13,345,677 | ||||||||||||||
Ending balance, value at Mar. 31, 2020 | [1] | $ 111,282 | ||||||||||||||
Ending balance, shares at Mar. 31, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2019 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Dec. 31, 2019 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2019 | (79,599) | 6,818 | [1] | (86,418) | $ 1 | [1] | ||||||||||
Beginning balance, shares at Dec. 31, 2019 | [1] | 13,223,673 | ||||||||||||||
Net loss | (8,546) | |||||||||||||||
Ending balance, value at Jun. 30, 2020 | (87,350) | 7,613 | [1] | (94,964) | $ 1 | [1] | ||||||||||
Ending balance, shares at Jun. 30, 2020 | [1] | 13,375,193 | ||||||||||||||
Ending balance, value at Jun. 30, 2020 | [1] | $ 111,282 | ||||||||||||||
Ending balance, shares at Jun. 30, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Mar. 31, 2020 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Mar. 31, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Mar. 31, 2020 | (87,044) | 7,273 | [1] | (94,318) | $ 1 | [1] | ||||||||||
Beginning balance, shares at Mar. 31, 2020 | [1] | 13,345,677 | ||||||||||||||
Exercise of stock options | [1] | 0 | 29,516 | |||||||||||||
Exercise of stock options , Value | 8 | $ 0 | [1] | 8 | [1] | 0 | ||||||||||
Stock-based compensation | 332 | 0 | [1] | 332 | [1] | 0 | $ 0 | [1] | ||||||||
Net loss | (646) | 0 | [1] | 0 | [1] | (646) | 0 | [1] | ||||||||
Ending balance, value at Jun. 30, 2020 | (87,350) | 7,613 | [1] | (94,964) | $ 1 | [1] | ||||||||||
Ending balance, shares at Jun. 30, 2020 | [1] | 13,375,193 | ||||||||||||||
Ending balance, value at Jun. 30, 2020 | [1] | $ 111,282 | ||||||||||||||
Ending balance, shares at Jun. 30, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | $ (98,898) | 9,889 | (108,788) | $ 1 | [1] | |||||||||||
Beginning balance, shares at Dec. 31, 2020 | 13,413,431 | 13,413,431 | [1] | |||||||||||||
Exercise of stock options | [1] | 0 | 684,923 | |||||||||||||
Exercise of stock options , Value | $ 797 | $ 0 | [1] | 797 | 0 | |||||||||||
Stock-based compensation | 1,513 | 0 | [1] | 1,513 | 0 | $ 0 | [1] | |||||||||
Issuance of warrants | 125 | 0 | [1] | 125 | 0 | 0 | [1] | |||||||||
Net loss | (12,738) | 0 | [1] | 0 | (12,738) | 0 | [1] | |||||||||
Ending balance, value at Mar. 31, 2021 | (109,201) | 12,324 | (121,526) | $ 1 | [1] | |||||||||||
Ending balance, shares at Mar. 31, 2021 | [1] | 14,098,354 | ||||||||||||||
Ending balance, value at Mar. 31, 2021 | [1] | $ 111,282 | ||||||||||||||
Ending balance, shares at Mar. 31, 2021 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Dec. 31, 2020 | $ (98,898) | 9,889 | (108,788) | $ 1 | [1] | |||||||||||
Beginning balance, shares at Dec. 31, 2020 | 13,413,431 | 13,413,431 | [1] | |||||||||||||
Exercise of stock options | [2] | 3,302,831 | ||||||||||||||
Net loss | $ (43,179) | |||||||||||||||
Ending balance, value at Jun. 30, 2021 | $ 202,261 | 354,213 | (151,967) | $ 15 | [1] | |||||||||||
Ending balance, shares at Jun. 30, 2021 | 152,255,736 | 152,255,736 | [1] | |||||||||||||
Ending balance, value at Jun. 30, 2021 | [1] | $ 0 | ||||||||||||||
Ending balance, shares at Jun. 30, 2021 | [1] | 0 | ||||||||||||||
Beginning balance, value at Mar. 31, 2021 | [1] | $ 111,282 | ||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | [1] | 94,582,550 | ||||||||||||||
Beginning balance, value at Mar. 31, 2021 | $ (109,201) | 12,324 | (121,526) | $ 1 | [1] | |||||||||||
Beginning balance, shares at Mar. 31, 2021 | [1] | 14,098,354 | ||||||||||||||
Common stock issued related to exercise of warrants, value | 609 | $ 0 | [1] | 609 | 0 | |||||||||||
Common stock issued related to exercise of warrants, shares | [1] | 0 | 98,871 | |||||||||||||
Stock Issued During Period, Shares, New Issues | [1] | 0 | 40,858,053 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 185,743 | $ 0 | [1] | $ 185,739 | $ 0 | $ 4 | [1] | |||||||||
Exercise of stock options | [1] | 0 | 2,617,908 | |||||||||||||
Exercise of stock options , Value | 1,128 | $ 0 | [1] | 1,128 | 0 | |||||||||||
Stock-based compensation | 15,196 | $ 0 | [1] | 15,196 | 0 | $ 0 | [1] | |||||||||
Preferred stock conversion, Share | [1] | (94,582,550) | 94,582,550 | |||||||||||||
Preferred stock conversion, Value | 111,282 | $ (111,282) | [1] | 111,272 | 0 | $ 10 | [1] | |||||||||
Issuance of warrants | 27,945 | 0 | [1] | 27,945 | 0 | 0 | [1] | |||||||||
Net loss | (30,441) | 0 | [1] | 0 | (30,441) | 0 | [1] | |||||||||
Ending balance, value at Jun. 30, 2021 | $ 202,261 | $ 354,213 | $ (151,967) | $ 15 | [1] | |||||||||||
Ending balance, shares at Jun. 30, 2021 | 152,255,736 | 152,255,736 | [1] | |||||||||||||
Ending balance, value at Jun. 30, 2021 | [1] | $ 0 | ||||||||||||||
Ending balance, shares at Jun. 30, 2021 | [1] | 0 | ||||||||||||||
[1] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. | |||||||||||||||
[2] | Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Parenthetical) | 6 Months Ended |
Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, conversion ratio | 1.134140 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (43,179) | $ (8,546) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 955 | 36 |
Amortization of debt issuance cost | 175 | 0 |
Stock-based compensation | 16,709 | 733 |
Warrant issuance cost and change in fair value | 3,043 | 0 |
Increase in accounts receivable | (703) | (785) |
Increase in other current assets | (1,784) | (556) |
Increase (decrease) in accounts payable | 4,833 | (326) |
Increase in deferred revenues | 2,377 | 2,068 |
Decrease in accrued expenses and other current liabilities | (213) | (286) |
Net cash used in operating activities | (17,787) | (7,662) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (449) | (9) |
Net cash used in investing activities | (449) | (9) |
Cash flows from financing activities: | ||
Proceeds from reverse capitalization, net of transaction costs | 251,325 | 0 |
Proceeds from borrowings | 6,000 | 0 |
Repayment of borrowings | (6,000) | 0 |
Payment of debt issuance cost | (50) | 0 |
Proceeds from exercise of stock options | 1,886 | 62 |
Net cash provided by financing activities | 253,161 | 62 |
Change in cash and cash equivalents | 234,925 | (7,609) |
Cash and cash equivalents at the beginning of the period | 13,248 | 39,632 |
Cash and cash equivalents at the end of the period | 248,173 | 32,023 |
Supplemental cash flow data: | ||
Cash paid for interest | 101 | 19 |
Non-Cash financing activities: | ||
Conversion of preferred stock to common stock | $ 111,282 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Description Of Organisation And Business Operation [Abstract] | |
Description of organization and business operation disclosure | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Talkspace, Inc. (together with its consolidated subsidiaries, the “Company” or “Talkspace”) is a leading behavioral healthcare company enabled by a purpose-built technology platform. Talkspace provides individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Talkspace, Inc. was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, in Delaware on October 30, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization or other similar business combination with one or more businesses or entities. Business Combination On January 12, 2021, HEC, entered into an Agreement and Plan of Merger, dated as of January 12, 2021 (the “Merger Agreement”), with Groop Internet Platform, Inc. (“Old Talkspace”), Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of HEC (“First Merger Sub”), and Tailwind Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”). On June 22, 2021, as contemplated by the Merger Agreement, First Merger Sub merged with and into Old Talkspace (the “First Merger”) with Old Talkspace surviving the First Merger, and immediately following the First Merger and as part of the same overall transaction as the First Merger, Old Talkspace merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of HEC (the “Second Merger” and, together with the First Merger, the “Business Combination”). In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.” The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, HEC who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded. Old Talkspace was determined to be the accounting acquirer based on the following predominant factors: Old Talkspace’s shareholders represent a relative majority of the voting rights in the Company and have the ability to nominate the members of the board of directors for the Company; Old Talkspace’s operations prior to the acquisition represent the ongoing operations of the Company; and Old Talkspace’s senior management represents a majority of the senior management of the Company. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Old Talkspace. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. See Note 3, “Business Combination,” for further details. Other On November 1, 2020, the Company completed an acquisition of Lasting, an app-based subscription for relationship and couple counseling for a total cash consideration of $ 10,685 . In addition, the Company entered into a non-competition agreement for a total consideration of $ 939 , which was recorded as an intangible asset. Operating Segments The Company operates its business in a single segment, which is how its chief operating decision maker, the Company’s Chief Executive Officer, reviews financial performance and allocates resources. The majority of the Company’s operations is based in the United States. COVID- 1 9 The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life, particularly as quarantine and stay-at-home orders have been imposed by all levels of government. The Company has followed guidance by the United States, Israeli and other applicable foreign and local governments to protect its employees and operations during the pandemic and has implemented a remote environment for its business. The Company cannot predict the potential impacts of the COVID-19 pandemic on its business or operations, but continuously monitors performance and other industry reports to assess the risk of future negative impacts as the disruptions of the COVID-19 pandemic continue to evolve. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020, have been applied consistently in these unaudited condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 13, 2021 (the “Prospectus”). Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements. Use of estimates The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU 2016-02 for non-public business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of June 30, 2021, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3. BUSINESS COMBINATION As discussed in Note 1, on June 22, 2021, the Company completed the Business Combination pursuant to the Merger Agreement dated January 12, 2021 . The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, HEC, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Talkspace issuing stock for the net assets of HEC, accompanied by a recapitalization. The net assets of HEC are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the Closing, among other things, all shares of Old Talkspace’s Common Stock, par value $ 0.001 per share (the “Old Talkspace Common Stock”), all shares of Old Talkspace’s Series Seed Preferred Stock, par value $ 0.001 per share, Series Seed-1 Preferred Stock, par value $ 0.001 per share, Series Seed-2 Preferred Stock, par value $ 0.001 per share, Series A Preferred Stock, par value $ 0.001 per share, Series B Preferred Stock, par value $ 0.001 per share, Series C Preferred Stock, par value $ 0.001 per share and Series D Preferred Stock, par value $ 0.001 per share (collectively, the “Old Talkspace Preferred Stock” and, together with the Old Talkspace Common Stock, the “Old Talkspace Capital Stock”) and all vested options exercisable for Old Talkspace Common Stock (“Old Talkspace Vested Options”) outstanding as of immediately prior to Closing were cancelled or assumed, as applicable, and converted into the right to receive, at the election of the holders thereof, a number of shares of Talkspace’s Common Stock, par value $ 0.0001 per share (the “Talkspace common stock”) (or, with respect to holders of Old Talkspace Vested Options, a number of vested options exercisable for Talkspace common stock “Talkspace Vested Options”) or a combination of shares of Talkspace common stock and cash (or, with respect to holders of Old Talkspace Vested Options, a combination of Talkspace Vested Options and cash), in each case, as adjusted pursuant to the Merger Agreement, which, in the aggregate with the unvested options exercisable for Old Talkspace Common Stock assumed by Talkspace and converted into unvested options exercisable for Talkspace common stock, equaled approximately $ 199.3 million in cash and 109,461,534 shares of Talkspace common stock (at a deemed value of $ 10.00 per share). The 109,461,534 shares consisted of 91,473,779 shares issued to holders of Old Talkspace capital stock and 17,987,755 options to purchase Talkspace common stock issued to holders of Old Talkspace stock options. The exchange ratio of 1.134140 was used to convert Old Talkspace capital stock and stock options into Talkspace capital stock and stock options. In connection with the Business Combination, a number of investors (each, a “Subscriber”) purchased from the Company an aggregate of 30,000,000 shares of common stock (the “PIPE”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 300.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of January 12, 2021. In addition, in connection with the execution of the Merger Agreement, Talkspace entered into an amendment to the forward purchase agreement (as amended, the “Forward Purchase Agreement”) with HEC Master Fund LP, a Delaware limited partnership and affiliate of the Sponsor (“HEC Fund”), dated June 8, 2020. Pursuant to the Forward Purchase Agreement, HEC Fund agreed to purchase 2,500,000 forward purchase units, consisting of one share of HEC’s Class A common stock and one-half of one warrant to purchase one share of HEC’s Class A common stock, for $ 10.00 per unit, or an aggregate amount of $ 25.0 million, in a private placement that would close concurrently with the Closing and to backstop up to $ 25.0 million of redemptions by stockholders of HEC (the “Forward Purchase”). Immediately after giving effect to the redemption of 25,968,043 shares of HEC’s Class A common stock in connection with the Business Combination, the Forward Purchase and the PIPE Investment, there were 152,255,736 shares of Talkspace common stock and 33,480,000 warrants to purchase Talkspace common stock (the “Talkspace warrants”) outstanding. Upon the consummation of the Business Combination, HEC’s Class A common stock, warrants and units ceased trading on The Nasdaq Stock Market LLC (the “Nasdaq”), and Talkspace common stock and Talkspace warrants began trading on June 23, 2021 on Nasdaq under the symbols “TALK” and “TALKW,” respectively. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of common stock to 1,000,000,000 shares, $ 0.0001 par value per share, and authorized shares of preferred stock to 100,000,000 , $ 0.0001 par value per share. Public Warrants and Private Placement Warrants As a result of the Business Combination, the Company assumed the outstanding Public Warrants to purchase 20,700,000 shares of the Company’s common stock and the outstanding Private Placement Warrants to purchase 10,280,000 shares of the Company’s common stock. Additionally, the Company issued 2,500,000 Private Placement Warrants at Closing pursuant to the Forward Purchase Agreement with HEC Fund as described above. Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing 30 days after the closure of the Business Combination. The warrants expire five years after the completion of the Business Combination. Redemption of Warrants for Cash Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: in whole and not in part; at a price of $ 0.01 per warrant; upon a minimum of thirty (30) days’ prior written notice of redemption, or the thirty (30)-day redemption period, to each warrant holder; and if, and only if, the closing price of our common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30)-trading day period ending on the third business day prior to the date on which we send the notice of redemption to the warrant holders. When the Public Warrants become redeemable, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company determined the Public Warrants met the criteria to be classified as equity in accordance with ASC 815-40. The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition and included $ 27.9 million related to these warrants in additional paid-in capital within stockholder’s deficit. The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40. As of June 30, 2021 , the Company included $ 38.9 million within warrant liabilities in the accompanying condensed consolidated balance sheets. Refer to Note 5, “Fair Value Measurement” for additional information. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 4. REVENUE RECOGNITION The Company is operating a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the company’s services through the Company’s website or mobile app. The Company provides these services directly to individuals through a subscription plan. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements. The following table presents the Company’s revenues disaggregated by revenue source: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Revenues from sales to unaffiliated customers: Consumers $ 21,091 $ 15,526 $ 39,655 $ 25,285 Commercial 9,892 2,351 18,485 3,712 Total $ 30,983 $ 17,877 $ 58,140 $ 28,997 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 5. FAIR VALUE MEASUREMENT The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In connection with the consummation of the Business Combination, the Company acquired Private Placement Warrants from HEC. Additionally, there were Private Placement Warrants that were issued related to the closure of the Forward Purchase Agreement with the HEC Fund as described in Note 3. The Company measures its Private Placement Warrants at fair value on a recurring basis. The Private Placement Warrants were valued using a Modified Black Scholes 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. The expected volatility of the Company’s common stock was estimated to be approximately 50 %. Prior to the Business Combination, Old Talkspace had issued warrants to purchase its common stock and its Series D preferred stock. In connection with the Business Combination, the warrants to purchase Old Talkspace’s common stock and its Series D preferred stock were exercised and converted into common shares of the Company during the quarter ended June 30, 2021. As of December 31, 2020, there were 60,000 outstanding warrants to purchase the Old Talkspace’s common stock for a price of $ 0.44 per share and 50,881 outstanding warrants to purchase the Company’s preferred D stock for a price of $ 2.75 per share. The inputs related to Old Talkspace’s share prices prior to the Business Combination were determined based on management’s assumptions and based on the Option Pricing Model (“OPM”). The fair value of the underlying preferred share price was determined by the board of directors, considering among others, a third-party valuation. These inputs were considered to be a Level 3 measurement. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 30, 2021 December 31, 2020 Liabilities: Warrant liability – Private Placement Warrants 3 $ 38,897 $ - Warrant liability – warrants to purchase Old Talkspace’s preferred D shares 3 - 444 The Private Placement Warrants 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 the change in fair value of warrant liabilities in the condensed consolidated statement of operations and comprehensive loss. The following table presents the changes in the fair value of warrant liabilities: Private Placement Old Talkspace Warrants Balance at December 31, 2020 $ - $ 444 Acquired in Business Combination 32,399 - Issued in connection with closure of the Forward Purchase Agreement 7,879 - Change in value ( 1,381 ) 165 Converted into equity - ( 609 ) Balance at June 30, 2021 $ 38,897 $ - In connection with the consummation of the Business Combination, the Company also acquired Public Warrants from HEC and also issued equity warrants to certain consultants. The Company determined these warrants met the criteria to be classified as equity in accordance with ASC 815-40. The Company valued these warrants using the instrument’s publicly listed trading price on the date of acquisition or issuance, where applicable, and included in additional paid-in capital within stockholder’s deficit. This is considered to be a non-recurring Level 1 measurement due to the use of an observable market quote in an active market. |
Borrowing Arrangements
Borrowing Arrangements | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | NOTE 6. BORROWING ARRANGEMENTS On March 15, 2021, Talkspace entered into a credit and security agreement (the “Credit Agreement”) by and among, Talkspace and Talkspace Network LLC, as borrowers (each and collectively, jointly and severally, “Borrower”) and JPMorgan Chase Bank, N.A. and the other loan parties party thereto to provide Borrower with a term loan of up to $ 15,000 , which was available to be drawn in a period of twelve months . The term loan will be required to be repaid within thirty-six months , beginning twelve months from the effective date of the Credit Agreement. In addition, under the Credit Agreement Borrower was provided with a credit line of up to $ 5,000 , available for a period of two years from the effective date of the Credit Agreement. Under the Credit Agreement, Borrower was required to maintain a minimum 85 % of the net revenue disclosed in the annual projections. The loans bore interest at a per annum rate equal to (x) in respect of each term loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 4.75 %, and (y) in respect of each revolving loan, the greater of (i) the prime rate plus the Applicable Margin or (ii) 3.75 %. “Applicable Margin” is (x) in respect of each term loan, 1.50 % per annum and (y) in respect of each revolving loan, 0.50 % per annum. In accordance with the Credit Agreement entered into on March 15, 2021, the Company issued a warrant (the “Warrant”) to JPMorgan Chase Bank, N.A. to purchase 114,454 shares at an exercise price of $ 0.01 per share in the case that, prior to June 30, 2021, the Company has neither (i) closed the Mergers nor (ii) received net proceeds of at least twenty million dollars ($20,000) in connection with the issuance of additional equity interests. The Warrant provided that, if the Company either were to close the Mergers or receive such net proceeds from an equity issuance prior to June 30, 2021, the Warrant would be exercisable for zero shares and would automatically terminate. Otherwise, the Warrant would be exercisable until March 15, 2031 unless earlier terminated by the lender. During the three months ended March 31, 2021, the Company recorded $ 125 in additional paid-in capital related to the estimated value of the issued warrant. As a result of the closing of the Business Combination, the Warrant was cancelled during the three months ended June 30, 2021. In May 2021, the Company borrowed $ 6,000 under the Credit Agreement to provide for additional liquidity. This amount was repaid in June 2021. In June 2021, the Company terminated the Credit Agreement. During the six months ended June 30, 2021, the Company recorded debt issuance costs of $ 175 , which comprised of $ 50 in upfront fees and $ 125 for the issued warrant. These costs were fully amortized through the termination of the Credit Agreement. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES Litigation 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. 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. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | NOTE 8. CONVERTIBLE PREFERRED STOCK Prior to the Business Combination, Old Talkspace ’ s convertible preferred stock consisted of the following: December 31, 2020 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,895,772 3,895,771 $ 1,112 $ 1,125 Seed-1 0.3036 8,860,187 8,860,185 2,340 2,372 Seed-2 0.3624 3,755,433 3,755,433 1,150 1,200 Series A 0.5842 18,163,165 18,163,165 9,316 9,356 Series B 1.0413 16,718,570 16,337,364 14,934 15,000 Series C 1.5839 22,412,141 22,412,141 31,226 31,300 Series D 2.7515 21,903,878 21,158,491 51,204 51,332 Total 95,709,146 94,582,550 $ 111,282 $ 111,685 (1) Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. The terms for the preferred stock provided that each share shall automatically be converted into shares of common stock at the then effective conversion price for such share immediately upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $ 4.8151 per share (before deduction of the underwriting discount and commissions and subject to appropriate adjustments), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 50,000 of proceeds, before deduction of the underwriting discount and commissions, to the Company, (ii) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that is approved by the holders of at least a majority of the then outstanding shares of senior preferred stock, which shall include the holders of 55 % of the outstanding shares of series D preferred stock, or (iii) the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of senior preferred stock, voting together as a single class and on an as-converted basis, which (A) shall include the holders of a majority of the outstanding shares of each of the series C preferred stock and series D preferred stock, if such conversion is not made in connection with a deemed liquidation event, and (B) shall include the holders of at least 70 % of the outstanding shares of series C preferred stock and the holders of 55 % of the outstanding shares of series D preferred stock, if such conversion is made in connection with a deemed liquidation event. As a result of the Business Combination, all of the shares of preferred stock were converted into common stock. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 9. 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. The 2021 Plan is administered by the Company’s board of directors, which may delegate its duties and responsibilities to one or more committees of the Company’s directors and/or officers (referred to collectively as the “plan administrator”), subject to the limitations imposed under the 2021 Plan, Section 16 of the Securities Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. The plan administrator has the authority to take all actions and make all determinations under the 2021 Plan, to interpret the 2021 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2021 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2021 Plan. An initial aggregate of 15,565,074 shares of Talkspace common stock are available for issuance under the 2021 Plan and the maximum number of shares of Talkspace common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 100,000,000 . The aggregate share limit under the 2021 Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031 by a number of shares equal to the lesser of (i) a number equal to 5 % of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as is determined by the Talkspace board of directors. 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. The 2021 ESPP is administered by the compensation committee of the Company’s board of directors (referred to collectively as the “plan administrator”). The plan administrator has the authority to take all actions and make all determinations under the 2021 ESPP, to interpret the 2021 ESPP and to adopt, amend and repeal rules for the administration of the 2021 ESPP as it deems advisable. An aggregate of 2,983,015 shares of Talkspace common stock are initially available for issuance under the 2021 ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) 1 % of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as determined by the Talkspace board of directors. The maximum number of shares of Talkspace common stock that may be granted under the 2021 ESPP is 50,000,000 . A summary of the Company’s stock option activity under the 2014 Plan to employees, directors and service providers and related information is as follows: Six months ended June 30, 2021 (1) Number of Weighted Weighted Aggregate Outstanding at the beginning of the period 20,525,332 0.71 6.76 153,934 Granted 1,013,759 7.64 Exercised ( 3,302,831 ) 0.59 Forfeited ( 248,505 ) 1.39 Outstanding at the end of the period 17,987,755 1.11 6.95 129,440 Exercisable at the end of the period 12,272,727 0.60 6.16 94,584 (1) Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. The weighted average grant date fair value of stock options granted to employees during the periods ended June 30, 2021 and 2020 was $ 6.33 and $ 0.90 per share, respectively. During the three months ended June 30, 2021, the Company granted 317,010 stock options to its directors under the 2021 Plan. The Company also issued 650,000 warrants to certain consultants in connection with the closure of the Business Combination. The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the condensed consolidated statements of operations and comprehensive loss: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Research and development, net $ 1,345 $ 27 $ 1,517 $ 56 Clinical Operations 216 5 287 9 Sales and Marketing 3,142 45 4,019 210 General and administrative 10,493 255 10,886 458 Total stock-based compensation expense $ 15,196 $ 332 $ 16,709 $ 733 As of June 30, 2021, there was $ 18.3 million of total unrecognized compensation cost related to non-vested options that are expected to be recognized over a period of up to 4 years . As a result of the Business Combination, the Company recognized $ 12.3 million in stock compensation expense related to the modification of vested stock options. Additionally, the unrecognized compensation cost includes $ 5.2 million of expense related to the modification of unvested stock options in connection with the Business Combination. This cost will be recognized over the vesting period for the respective stock options. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 10. 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, 2021 2020 2021 2020 Numerator: Net loss $ 30,441 $ 646 $ 43,179 $ 8,546 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (1) 26,362,369 13,367,502 20,097,094 13,334,965 (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. The following were excluded from the calculation of diluted loss per share since it would have an anti-dilutive effect: 18,304,765 stock options, 12,780,000 private placement warrants and 21,350,000 public warrants to the Company’s common stock. |
Taxes on Income
Taxes on Income | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 11. 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 more-likely-than-not 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020, have been applied consistently in these unaudited condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 13, 2021 (the “Prospectus”). |
Reclassifications | Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements. |
Use of estimates | Use of estimates The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. |
Recently adopted accounting standards | Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Topic 842 “Leases”. This ASU clarifies the definition of a lease and requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. In November 2019, the FASB issued ASU 2020-05 which extends the effective date of ASU 2016-02 for non-public business entities, including smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASC 842 on January 1, 2021 and did not restate comparative periods. In addition, the Company elected the available practical expedients on adoption. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease. Otherwise, the Company classifies the lease as an operating lease. As of June 30, 2021, all arrangements were classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. Operating lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company does not currently have any leases with terms in excess of 12 months. The Company adopted this ASU with no impact on its financial statements or related footnotes. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Revenues from sales to unaffiliated customers: Consumers $ 21,091 $ 15,526 $ 39,655 $ 25,285 Commercial 9,892 2,351 18,485 3,712 Total $ 30,983 $ 17,877 $ 58,140 $ 28,997 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 30, 2021 December 31, 2020 Liabilities: Warrant liability – Private Placement Warrants 3 $ 38,897 $ - Warrant liability – warrants to purchase Old Talkspace’s preferred D shares 3 - 444 |
Summary of warrants | The following table presents the changes in the fair value of warrant liabilities: Private Placement Old Talkspace Warrants Balance at December 31, 2020 $ - $ 444 Acquired in Business Combination 32,399 - Issued in connection with closure of the Forward Purchase Agreement 7,879 - Change in value ( 1,381 ) 165 Converted into equity - ( 609 ) Balance at June 30, 2021 $ 38,897 $ - |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Convertible preferred stock | Prior to the Business Combination, Old Talkspace ’ s convertible preferred stock consisted of the following: December 31, 2020 Issue Shares Shares Net Aggregate Seed $ 0.3275 3,895,772 3,895,771 $ 1,112 $ 1,125 Seed-1 0.3036 8,860,187 8,860,185 2,340 2,372 Seed-2 0.3624 3,755,433 3,755,433 1,150 1,200 Series A 0.5842 18,163,165 18,163,165 9,316 9,356 Series B 1.0413 16,718,570 16,337,364 14,934 15,000 Series C 1.5839 22,412,141 22,412,141 31,226 31,300 Series D 2.7515 21,903,878 21,158,491 51,204 51,332 Total 95,709,146 94,582,550 $ 111,282 $ 111,685 (1) Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity under 2014 Plan | A summary of the Company’s stock option activity under the 2014 Plan to employees, directors and service providers and related information is as follows: Six months ended June 30, 2021 (1) Number of Weighted Weighted Aggregate Outstanding at the beginning of the period 20,525,332 0.71 6.76 153,934 Granted 1,013,759 7.64 Exercised ( 3,302,831 ) 0.59 Forfeited ( 248,505 ) 1.39 Outstanding at the end of the period 17,987,755 1.11 6.95 129,440 Exercisable at the end of the period 12,272,727 0.60 6.16 94,584 (1) Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Summary of Stock-Based Compensation Expense | The following table sets forth the total stock-based compensation expense included in the respective components of operating expenses in the condensed consolidated statements of operations and comprehensive loss: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Research and development, net $ 1,345 $ 27 $ 1,517 $ 56 Clinical Operations 216 5 287 9 Sales and Marketing 3,142 45 4,019 210 General and administrative 10,493 255 10,886 458 Total stock-based compensation expense $ 15,196 $ 332 $ 16,709 $ 733 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net 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, 2021 2020 2021 2020 Numerator: Net loss $ 30,441 $ 646 $ 43,179 $ 8,546 Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (1) 26,362,369 13,367,502 20,097,094 13,334,965 (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) $ in Thousands | Nov. 01, 2020USD ($) | Jun. 30, 2021Segment |
Description Of Organisation And Business Operation [Line Items] | ||
Business acquisition, purchase price in cash | $ 10,685 | |
Business acquisition, purchase price as intangible asset | $ 939 | |
Number of operating segments | Segment | 1 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 22, 2021 | Nov. 01, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Conversion of Stock, Description | Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closure of the Business Combination. | ||||||||
Conversion of stock, amount converted | $ 111,282 | $ 0 | |||||||
Conversion of stock, conversion rate | $ 1.134140 | $ 1.134140 | |||||||
Common stock, shares authorized | 1,000,000,000 | 129,397,278 | |||||||
Preferred stock, shares authorized | 100,000,000 | ||||||||
Common stock, shares outstanding | 152,255,736 | 152,255,736 | 13,413,431 | ||||||
Number of warrants outstanding | 33,480,000 | ||||||||
Business acquisition, purchase price in cash | $ 10,685 | ||||||||
Warrant liabilities | $ 38,897 | $ 0 | |||||||
Warrants and rights outstanding, expiration period | 5 years | ||||||||
Redemption trigger share price | $ 18 | ||||||||
Class of Warrant or Right Minimum Notice Period For Redemption | 30 days | ||||||||
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 30 days | ||||||||
Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, shares outstanding | [1] | 152,255,736 | 13,375,193 | 14,098,354 | 13,413,431 | 13,345,677 | 13,223,673 | ||
Subscription Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Number of shares | 30,000,000 | ||||||||
Share issue price | $ 10 | ||||||||
Business acquisition, purchase price in cash | $ 300,000 | ||||||||
Private Placement Warrants | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of warrants outstanding | 10,280,000 | ||||||||
Share issue price | $ 11.50 | ||||||||
Class of warrant or right issued during the period | 2,500,000 | ||||||||
Warrant liabilities | $ 38,900 | ||||||||
Public Warrants | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of warrants outstanding | 20,700,000 | ||||||||
Proceeds from issuance of warrants | $ 27,900 | ||||||||
Warrants, exercise price | $ 0.01 | ||||||||
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 20 days | ||||||||
Old Talkspace | |||||||||
Business Acquisition [Line Items] | |||||||||
Date of Merger Agreement | Jan. 12, 2021 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Payments related to repurchase of shares in Business Combination | $ 199,300 | ||||||||
Conversion of stock, shares converted | 109,461,534 | ||||||||
Converted stock, Par Value | $ 10 | ||||||||
Conversion of stock, shares issued | 91,473,779 | ||||||||
Conversion of stock, shares options | 17,987,755 | ||||||||
Conversion of stock, conversion rate | $ 1.134140 | ||||||||
Old Talkspace | Series Seed Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series Seed-1 Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series Seed-2 Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series A preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series B preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series C preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Old Talkspace | Series D preferred stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value | 0.001 | ||||||||
Number of warrants outstanding | 50,881 | ||||||||
Warrants, exercise price | $ 2.75 | ||||||||
Old Talkspace | Common stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Number of warrants outstanding | 60,000 | ||||||||
Warrants, exercise price | $ 0.44 | ||||||||
HEC Master Fund LP | Forward purchase agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Redemption amount from forward purchase | $ 25,000 | ||||||||
HEC Master Fund LP | Private Placement | Forward purchase agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Forward purchase amount | $ 25,000 | ||||||||
HEC Master Fund LP | Common Class A | |||||||||
Business Acquisition [Line Items] | |||||||||
Redemption of stock | 25,968,043 | ||||||||
HEC Master Fund LP | Common Class A | Forward purchase agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock, par value | $ 10 | ||||||||
Forward purchase unit | 2,500,000 | ||||||||
[1] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues fom sales to unaffiliated customers: | ||||
Revenues | $ 30,983 | $ 17,877 | $ 58,140 | $ 28,997 |
Consumer | ||||
Revenues fom sales to unaffiliated customers: | ||||
Revenues | 21,091 | 15,526 | 39,655 | 25,285 |
Commercial | ||||
Revenues fom sales to unaffiliated customers: | ||||
Revenues | $ 9,892 | $ 2,351 | $ 18,485 | $ 3,712 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | |
Warrants outstanding | 33,480,000 | ||
Private Placement Warrant [Member] | |||
Percentage Volatilities Of Private Placement Warrant Estimated Before The Expected Business Combination | 50.00% | ||
Warrants outstanding | 10,280,000 | ||
Old Talkspace | Preferred D stock | |||
Warrants outstanding | 50,881 | ||
Warrants, exercise price | $ 2.75 | ||
Old Talkspace | Common stock | |||
Warrants outstanding | 60,000 | ||
Warrants, exercise price | $ 0.44 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | $ 38,897 | $ 0 |
Preferred D stock | ||
Liabilities: | ||
Warrant Liability | $ 0 | $ 444 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of warrants (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning | $ 0 |
Acquired in Business Combination | 32,399 |
Issued in connection with closure of the Forward Purchase Agreement | 7,879 |
Change in fair value | (1,381) |
Converted into equity | 0 |
Fair value as of ending | 38,897 |
Old Talkspace Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning | 444 |
Acquired in Business Combination | 0 |
Issued in connection with closure of the Forward Purchase Agreement | 0 |
Change in fair value | 165 |
Converted into equity | (609) |
Fair value as of ending | $ 0 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) | Mar. 15, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | ||||||
Adjustments to additional paid in capital warrant issued | $ 27,945,000 | $ 125,000 | ||||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 6,000,000 | |||||
Debt issuance cost | 175,000 | $ 175,000 | ||||
Warrant issuance fees | 125,000 | |||||
Upfront fee | $ 50,000 | $ 50,000 | ||||
Old Talkspace | Credit Agreement | Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Adjustments to additional paid in capital warrant issued | $ 125,000 | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||||
Line of credit facility, withdrawn period | 2 years | |||||
Percentage of minimum net revenue required on annual projections | 85.00% | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Issuance of additional equity interests | $ 20,000,000 | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 114,454 | 0 | 0 | |||
Warrants, exercise price | $ 0.01 | |||||
Warrants, maturity date | Mar. 15, 2031 | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 3.75% | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Revolving Credit Facility | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 15,000,000 | |||||
Debt instrument, withdrawn period | 12 months | |||||
Debt instrument, payment terms | The term loan will be required to be repaid within thirty-six months, beginning twelve months from the effective date of the Credit Agreement. | |||||
Debt instrument, term | 36 months | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 4.75% | |||||
Old Talkspace | Credit Agreement | JPMorgan Chase Bank, N.A | Term Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.50% |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible preferred stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||||||
Net Carrying Value | [1] | $ 0 | $ 111,282 | ||||
Seed | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 0.3275 | ||||||
Shares Authorized | [2] | 3,895,772 | |||||
Shares Issued | [2] | 3,895,771 | |||||
Share Outstanding | [2] | 3,895,771 | |||||
Net Carrying Value | $ 1,112 | ||||||
Aggregate Liquidation Preference | $ 1,125 | ||||||
Seed-1 | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 0.3036 | ||||||
Shares Authorized | [2] | 8,860,187 | |||||
Shares Issued | [2] | 8,860,185 | |||||
Share Outstanding | [2] | 8,860,185 | |||||
Net Carrying Value | $ 2,340 | ||||||
Aggregate Liquidation Preference | $ 2,372 | ||||||
Seed-2 | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 0.3624 | ||||||
Shares Authorized | [2] | 3,755,433 | |||||
Shares Issued | [2] | 3,755,433 | |||||
Share Outstanding | [2] | 3,755,433 | |||||
Net Carrying Value | $ 1,150 | ||||||
Aggregate Liquidation Preference | $ 1,200 | ||||||
Series A | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 0.5842 | ||||||
Shares Authorized | [2] | 18,163,165 | |||||
Shares Issued | [2] | 18,163,165 | |||||
Share Outstanding | [2] | 18,163,165 | |||||
Net Carrying Value | $ 9,316 | ||||||
Aggregate Liquidation Preference | $ 9,356 | ||||||
Series B | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 1.0413 | ||||||
Shares Authorized | [2] | 16,718,570 | |||||
Shares Issued | [2] | 16,337,364 | |||||
Share Outstanding | [2] | 16,337,364 | |||||
Net Carrying Value | $ 14,934 | ||||||
Aggregate Liquidation Preference | $ 15,000 | ||||||
Series C | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 1.5839 | ||||||
Shares Authorized | [2] | 22,412,141 | |||||
Shares Issued | [2] | 22,412,141 | |||||
Share Outstanding | [2] | 22,412,141 | |||||
Net Carrying Value | $ 31,226 | ||||||
Aggregate Liquidation Preference | $ 31,300 | ||||||
Series D | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Issue Price | $ 2.7515 | ||||||
Shares Authorized | [2] | 21,903,878 | |||||
Shares Issued | [2] | 21,158,491 | |||||
Share Outstanding | [2] | 21,158,491 | |||||
Net Carrying Value | $ 51,204 | ||||||
Aggregate Liquidation Preference | $ 51,332 | ||||||
Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Share Outstanding | [3] | 0 | 94,582,550 | 94,582,550 | 94,582,550 | 94,582,550 | 94,582,550 |
Convertible Preferred Stock | Old Talkspace's | |||||||
Temporary Equity [Line Items] | |||||||
Shares Authorized | [2] | 95,709,146 | |||||
Shares Issued | [2] | 94,582,550 | |||||
Share Outstanding | [2] | 94,582,550 | |||||
Net Carrying Value | $ 111,282 | ||||||
Aggregate Liquidation Preference | $ 111,685 | ||||||
[1] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. | ||||||
[2] | Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. | ||||||
[3] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Summary of Convertible preferred stock (Parenthetical) (Detail) - $ / shares | Jun. 30, 2021 | Jun. 22, 2021 |
Temporary Equity Disclosure [Abstract] | ||
Conversion of stock, conversion rate | $ 1.134140 | $ 1.134140 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Minimum [Member] | |
Class of Stock [Line Items] | |
Underwritten public offering of convertible preferred stock | $ | $ 50,000 |
Minimum [Member] | Common stock | |
Class of Stock [Line Items] | |
Sale of stock, price per share | $ / shares | $ 4.8151 |
Series C | |
Class of Stock [Line Items] | |
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event | 70.00% |
Series D | |
Class of Stock [Line Items] | |
Minimum percentage of firm commitment underwritten public offering approvel by stock holders | 55.00% |
Minimum Percentage Approval of conversion by stock holders in Deemed Liquidation Event | 55.00% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 22, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise of stock options | [1] | 3,302,831 | ||||||
Stock option award granted | [1] | 1,013,759 | ||||||
Total unrecognized compensation cost non-vested options to be recognized, period | 4 years | |||||||
Conversion of stock, conversion rate | $ 1.134140 | $ 1.134140 | $ 1.134140 | |||||
Warrants issued | 650,000 | 650,000 | ||||||
Share based compensation expense | $ 15,196 | $ 332 | $ 16,709 | $ 733 | ||||
Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value | $ 6.33 | $ 0.90 | ||||||
Total unrecognized compensation cost, non-vested options | $ 18,300 | $ 18,300 | ||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | 5,200 | |||||||
Share based compensation expense | $ 12,300 | |||||||
2021 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares reserved for issuance | 15,565,074 | 15,565,074 | ||||||
2021 Employee Stock Purchase Plan | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option award granted | 317,010 | |||||||
Common stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise of stock options | [2] | 2,617,908 | 684,923 | 29,516 | 122,004 | |||
Common stock | 2021 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares to be issued in connection with stock option exercises under plan | 100,000,000 | 100,000,000 | ||||||
Common stock | 2021 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares reserved for issuance | 2,983,015 | 2,983,015 | ||||||
Common stock | Maximum [Member] | 2021 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum increase in annual amount number of common stock shares outstanding percentage | 5.00% | |||||||
Common stock | Maximum [Member] | 2021 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum increase in annual amount number of common stock shares outstanding percentage | 1.00% | |||||||
Maximum number of shares granted | 50,000,000 | 50,000,000 | ||||||
[1] | Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. | |||||||
[2] | (1) Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity under 2014 Plan (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)$ / sharesshares | [1] | Dec. 31, 2020USD ($)$ / sharesshares | [1] | |
Share-based Payment Arrangement, Disclosure [Abstract] | ||||
Number of options, Outstanding at the beginning of the period | shares | 20,525,332 | |||
Number of options, Granted | shares | 1,013,759 | |||
Number of options, Exercised | shares | (3,302,831) | |||
Number of options, Forfeited | shares | (248,505) | |||
Number of options, Outstanding at the end of the period | shares | 17,987,755 | 20,525,332 | ||
Number of options, Exercisable at the end of the period | shares | 12,272,727 | |||
Weighted average exercise price, Outstanding at the beginning of the period | $ / shares | $ 0.71 | |||
Weighted average exercise price, Granted | $ / shares | 7.64 | |||
Weighted average exercise price, Exercised | $ / shares | 0.59 | |||
Weighted average exercise price, Forfeited | $ / shares | 1.39 | |||
Weighted average exercise price, Outstanding at the end of the period | $ / shares | 1.11 | $ 0.71 | ||
Weighted average exercise price, Exercisable at the end of the period | $ / shares | $ 0.60 | |||
Weighted average remaining contractual term (in years) | 6 years 11 months 12 days | 6 years 9 months 3 days | ||
Weighted average remaining contractual term (in years) Exercisable at the end of the period | 6 years 1 month 28 days | |||
Aggregate intrinsic value, Outstanding | $ | $ 129,440 | $ 153,934 | ||
Aggregate intrinsic value, Exercisable at the end of the period | $ | $ 94,584 | |||
[1] | Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 15,196 | $ 332 | $ 16,709 | $ 733 |
Research and Development, net | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 1,345 | 27 | 1,517 | 56 |
Clinical Operations | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 216 | 5 | 287 | 9 |
Sales and Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 3,142 | 45 | 4,019 | 210 |
General and Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 10,493 | $ 255 | $ 10,886 | $ 458 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Numerator: | |||||||
Net loss | $ 30,441 | $ 12,738 | $ 646 | $ 7,900 | $ 43,179 | $ 8,546 | |
Denominator: | |||||||
Weighted average number of common shares used in computing basic and diluted net loss per share | [1] | 26,362,369 | 13,367,502 | 20,097,094 | 13,334,965 | ||
[1] | Prior period results have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Parenthetical) (Detail) - $ / shares | Jun. 30, 2021 | Jun. 22, 2021 |
Earnings Per Share [Abstract] | ||
Conversion of stock, conversion rate | $ 1.134140 | $ 1.134140 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021shares | |
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 | 18,304,765 |
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 |
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 |