SUBJECT TO COMPLETION, DATED JULY 2, 2021
PROSPECTUS FOR
118,770,425 SHARES OF COMMON STOCK AND
12,780,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AND
33,480,000 SHARES OF
COMMON STOCK UNDERLYING WARRANTS
OF
TALKSPACE, INC.
This prospectus
relates to (i) the resale of 67,082,670 shares of common stock, par value $0.0001 per share (the common stock or Talkspace common stock) issued in connection with the Business Combination (as defined below) by certain of
the selling securityholders named in this prospectus, (ii) the resale of 28,700,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the selling securityholders, (iii) the resale of 5,000,000 shares of
common stock originally sold as part of the units in the HEC Forward Purchase (as defined below), (iv) the issuance by us and resale of 17,987,755 shares of common stock reserved for issuance upon the exercise of options to purchase common stock,
and (v) the issuance by us and resale of up to 33,480,000 shares of common stock upon the exercise of outstanding warrants. This prospectus also relates to the resale of up to 12,780,000 of our outstanding warrants, consisting of
10,280,000 warrants originally issued in a private placement concurrent with the initial public offering of Hudson Executive Investment Corp., a Delaware corporation (HEC) and 2,500,000 warrants originally sold as part of the units in
the HEC Forward Purchase. We collectively refer to the selling securityholders covered by this prospectus as the Selling Securityholders.
On June 22, 2021, we consummated the transactions contemplated by that certain Agreement and Plan of Merger (the Merger
Agreement), by and among HEC, Groop Internet Platform, Inc. (d/b/a Talkspace), a Delaware corporation (Old Talkspace), Tailwind Merger Sub I, Inc., a Delaware corporation and subsidiary of HEC (First Merger
Sub), and Tailwind Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of HEC (Second Merger Sub). As contemplated by the Merger Agreement, (x) First Merger Sub merged with and into Old
Talkspace (the First Merger), with Old Talkspace surviving the First Merger, and (y) 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
changed its name to Talkspace, Inc.
We are registering the resale of shares of common stock and warrants as required by
(i) an amended and restated registration rights agreement, dated as of June 22, 2021 (the Registration Rights Agreement), entered into by and among Talkspace, Inc., Sponsor and certain former stockholders of Old Talkspace and
(ii) the subscription agreements entered into by and between HEC and certain qualified institutional buyers and accredited investors relating to the purchase of shares of common stock in private placements consummated in connection with the
Business Combination.
We are also registering (i) the resale of other shares of common stock held by certain of our shareholders and
(ii) the issuance and resale of shares of common stock reserved for issuance upon the exercise of options to purchase shares of common stock held by certain of our current and former employees.
We will receive the proceeds from any exercise of the warrants or options for cash, but not from the resale of the shares of common stock or
warrants registered hereby by the Selling Securityholders.
We will bear all costs, expenses and fees in connection with the registration of
the shares of common stock and warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock and warrants.
Our common stock trades on the Nasdaq Stock Exchange (the Nasdaq) under the ticker symbol TALK and our warrants trade on
the Nasdaq under the ticker symbol TALKW. On July 1, 2021, the closing sale price of our common stock as reported by Nasdaq was $8.18 per share and the closing price of our warrants was $1.38 per warrant.
Investing in shares of our common stock or warrants involves risks that are described in the Risk
Factors section beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission (the
SEC) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
.