Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TALKSPACE, INC. | |
Entity Central Index Key | 0001803901 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 158,181,841 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-39314 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4636604 | |
City Area Code | 212 | |
Local Phone Number | 284-7206 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | TALK | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | TALKW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 166,622 | $ 198,256 |
Accounts receivable, net of reserves of $4,698 and $4,918 as of June 30, 2022 and December 31, 2021, respectively | 7,162 | 5,512 |
Other current assets | 3,940 | 9,562 |
Total current assets | 177,724 | 213,330 |
Property and equipment, net | 623 | 624 |
Intangible assets, net | 2,900 | 3,436 |
Goodwill | 6,134 | 6,134 |
Other long-term assets | 85 | 82 |
Total assets | 187,466 | 223,606 |
CURRENT LIABILITIES: | ||
Accounts payable | 7,810 | 7,429 |
Deferred revenues | 5,950 | 7,186 |
Accrued expenses and other current liabilities | 10,898 | 12,562 |
Total current liabilities | 24,658 | 27,177 |
Warrant liabilities | 5,287 | 4,070 |
Other long-term liabilities | 267 | 86 |
Total liabilities | 30,212 | 31,333 |
Commitments and contingencies (Note 5) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock of $0.0001 par value-Authorized: 1,000,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 157,372,616 and 152,862,447 shares at June 30, 2022 and December 31, 2021, respectively | 15 | 15 |
Additional paid-in capital | 372,151 | 363,788 |
Accumulated deficit | (214,912) | (171,530) |
Total stockholders' equity | 157,254 | 192,273 |
Total liabilities and stockholders' equity | $ 187,466 | $ 223,606 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance, Accounts Receivable | $ 4,698 | $ 4,918 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 157,372,616 | 152,862,447 |
Common stock, shares outstanding | 157,372,616 | 152,862,447 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 29,844 | $ 30,983 | $ 59,994 | $ 58,140 |
Cost of revenues | 15,297 | 11,697 | 30,426 | 21,511 |
Gross profit | 14,547 | 19,286 | 29,568 | 36,629 |
Operating expenses: | ||||
Research and development, net | 5,576 | 4,781 | 10,611 | 7,745 |
Clinical operations | 2,316 | 1,913 | 4,092 | 3,990 |
Sales and marketing | 18,931 | 26,443 | 40,339 | 48,694 |
General and administrative | 8,792 | 13,710 | 16,802 | 16,318 |
Total operating expenses | 35,615 | 46,847 | 71,844 | 76,747 |
Operating loss | 21,068 | 27,561 | 42,276 | 40,118 |
Financial expense, net | 1,865 | 2,870 | 996 | 3,043 |
Loss before taxes on income | 22,933 | 30,431 | 43,272 | 43,161 |
Taxes on income | 89 | 10 | 110 | 18 |
Net Loss | $ 23,022 | $ 30,441 | $ 43,382 | $ 43,179 |
Net loss per share: | ||||
Earnings Per Share, Basic | $ 0.15 | $ 1.15 | $ 0.28 | $ 2.15 |
Earnings Per Share, Diluted | $ 0.15 | $ 1.15 | $ 0.28 | $ 2.15 |
Weighted average number of common shares: | ||||
Weighted average number of common shares used in computing basic net loss per share | 155,709,901 | 26,362,369 | 154,901,165 | 20,097,094 |
Weighted average number of common shares used in computing diluted net loss per share | 155,709,901 | 26,362,369 | 154,901,165 | 20,097,094 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance, value at Dec. 31, 2020 | $ 111,282 | ||||
Beginning balance, shares at Dec. 31, 2020 | 94,582,550 | ||||
Beginning balance, value at Dec. 31, 2020 | $ (98,898) | $ 1 | $ 9,889 | $ (108,788) | |
Beginning balance, shares at Dec. 31, 2020 | 13,413,431 | ||||
Exercise of stock options | 797 | 797 | |||
Exercise of stock options, share | 684,923 | ||||
Stock-based compensation | 1,513 | 1,513 | |||
Issuance of warrants | 125 | 125 | |||
Net loss | (12,738) | (12,738) | |||
Ending balance, value at Mar. 31, 2021 | $ 111,282 | ||||
Ending balance, shares at Mar. 31, 2021 | 94,582,550 | ||||
Ending balance, value at Mar. 31, 2021 | (109,201) | $ 1 | 12,324 | (121,526) | |
Ending balance, shares at Mar. 31, 2021 | 14,098,354 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 111,282 | ||||
Beginning balance, shares at Dec. 31, 2020 | 94,582,550 | ||||
Beginning balance, value at Dec. 31, 2020 | (98,898) | $ 1 | 9,889 | (108,788) | |
Beginning balance, shares at Dec. 31, 2020 | 13,413,431 | ||||
Net loss | (43,179) | ||||
Ending balance, value at Jun. 30, 2021 | $ 0 | ||||
Ending balance, shares at Jun. 30, 2021 | 0 | ||||
Ending balance, value at Jun. 30, 2021 | 202,261 | $ 15 | 354,213 | (151,967) | |
Ending balance, shares at Jun. 30, 2021 | 152,255,736 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 111,282 | ||||
Beginning balance, shares at Mar. 31, 2021 | 94,582,550 | ||||
Beginning balance, value at Mar. 31, 2021 | (109,201) | $ 1 | 12,324 | (121,526) | |
Beginning balance, shares at Mar. 31, 2021 | 14,098,354 | ||||
Common stock issued related to exercise of warrants, value | 609 | 609 | |||
Common stock issued related to exercise of warrants, shares | 98,871 | ||||
Acquisition of warrants, Amount | 27,945 | 27,945 | |||
Exercise of stock options | 1,128 | 1,128 | |||
Exercise of stock options, share | 2,617,908 | ||||
Stock-based compensation | 15,196 | 15,196 | |||
Preferred stock conversion, Share | (94,582,550) | 94,582,550 | |||
Preferred stock conversion, Value | 111,282 | $ (111,282) | $ 10 | 111,272 | |
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, Amount | 185,743 | $ 4 | 185,739 | ||
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, Shares | 40,858,053 | ||||
Net loss | (30,441) | (30,441) | |||
Ending balance, value at Jun. 30, 2021 | $ 0 | ||||
Ending balance, shares at Jun. 30, 2021 | 0 | ||||
Ending balance, value at Jun. 30, 2021 | 202,261 | $ 15 | 354,213 | (151,967) | |
Ending balance, shares at Jun. 30, 2021 | 152,255,736 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 0 | ||||
Beginning balance, shares at Dec. 31, 2021 | 0 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 192,273 | $ 15 | 363,788 | (171,530) | |
Beginning balance, shares at Dec. 31, 2021 | 152,862,447 | 152,862,447 | |||
Exercise of stock options | $ 2,063 | 2,063 | |||
Exercise of stock options, share | 2,164,870 | ||||
Restricted Stock Units Vested | (67) | (67) | |||
Restricted Stock Units Vested Shares | 77,338 | ||||
Stock-based compensation | 2,368 | 2,368 | |||
Net loss | (20,360) | (20,360) | |||
Ending balance, value at Mar. 31, 2022 | $ 0 | ||||
Ending balance, shares at Mar. 31, 2022 | 0 | ||||
Ending balance, value at Mar. 31, 2022 | 176,277 | $ 15 | 368,152 | (191,890) | |
Ending balance, shares at Mar. 31, 2022 | 155,104,655 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 0 | ||||
Beginning balance, shares at Dec. 31, 2021 | 0 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 192,273 | $ 15 | 363,788 | (171,530) | |
Beginning balance, shares at Dec. 31, 2021 | 152,862,447 | 152,862,447 | |||
Net loss | $ (43,382) | ||||
Ending balance, value at Jun. 30, 2022 | $ 0 | ||||
Ending balance, shares at Jun. 30, 2022 | 0 | ||||
Ending balance, value at Jun. 30, 2022 | $ 157,254 | $ 15 | 372,151 | (214,912) | |
Ending balance, shares at Jun. 30, 2022 | 157,372,616 | 157,372,616 | |||
Beginning balance, value at Mar. 31, 2022 | $ 0 | ||||
Beginning balance, shares at Mar. 31, 2022 | 0 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 176,277 | $ 15 | 368,152 | (191,890) | |
Beginning balance, shares at Mar. 31, 2022 | 155,104,655 | ||||
Exercise of stock options | 286 | 286 | |||
Exercise of stock options, share | 1,092,515 | ||||
Restricted Stock Units Vested | (126) | (126) | |||
Restricted Stock Units Vested Shares | 1,175,446 | ||||
Stock-based compensation | 3,839 | 3,839 | |||
Net loss | (23,022) | (23,022) | |||
Ending balance, value at Jun. 30, 2022 | $ 0 | ||||
Ending balance, shares at Jun. 30, 2022 | 0 | ||||
Ending balance, value at Jun. 30, 2022 | $ 157,254 | $ 15 | $ 372,151 | $ (214,912) | |
Ending balance, shares at Jun. 30, 2022 | 157,372,616 | 157,372,616 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (43,382) | $ (43,179) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 697 | 955 |
Amortization of debt issuance cost | 0 | 175 |
Stock-based compensation | 6,207 | 16,709 |
Warrant change in fair value | 1,217 | 3,043 |
Increase in accounts receivable, net | (1,650) | (703) |
Decrease (increase) in other current assets | 5,622 | (1,784) |
Increase in accounts payable | 381 | 4,833 |
(Decrease) increase in deferred revenues | (1,236) | 2,377 |
Decrease in accrued expenses and other current liabilities | (1,145) | (213) |
Increase in other long-term liabilities | 178 | 0 |
Net cash used in operating activities | (33,111) | (17,787) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (160) | (449) |
Net cash used in investing activities | (160) | (449) |
Cash flows from financing activities: | ||
(Payments) proceeds from reverse capitalization, net of transaction costs | (645) | 251,325 |
Proceeds from borrowings | 0 | 6,000 |
Repayment of borrowings | 0 | (6,000) |
Payment of debt issuance costs | 0 | (50) |
Proceeds from exercise of stock options | 2,349 | 1,886 |
Payments for employee taxes withheld related to vested stock-based awards | (67) | 0 |
Net cash provided by financing activities | 1,637 | 253,161 |
Net (decrease) increase in cash and cash equivalents | (31,634) | 234,925 |
Cash and cash equivalents at the beginning of the period | 198,256 | 13,248 |
Cash and cash equivalents at the end of the period | 166,622 | 248,173 |
Supplemental cash flow data: | ||
Cash paid during the period for interest | 25 | 101 |
Cash paid during the period for income taxes | 97 | 0 |
Non-Cash financing activities: | ||
Conversion of preferred stock to common stock | 0 | 111,282 |
Issuance of warrant and other costs related to the Credit Agreement | $ 0 | $ 175 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Description Of Organisation And Business Operation [Abstract] | |
Description of organization and business operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Talkspace, Inc. (together with its consolidated subsidiaries, the “Company” or “Talkspace”) is a leading behavioral healthcare company enabled by a purpose-built technology platform. Talkspace provides individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Talkspace was originally incorporated as Hudson Executive Investment Corp. (“HEC”). In connection with the Business Combination completed in June 2021, HEC changed its name to “Talkspace, Inc.” Operating Segments The Company operates its business as a single segment and as one reporting unit, which is how the Company's chief operating decision maker (who is the interim chief executive officer) reviews financial performance and allocates resources. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2021, have been applied consistently in these unaudited condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any Variable Interest Entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. In the second quarter of 2022, the Company completed the transition of its structure with respect to its relationships with healthcare providers and certain affiliated professional association and professional corporations in which it holds a variable interest. These affiliated professional association and professional corporations are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. The Company determined that it is the primary beneficiary of the VIEs and as a result consolidated them in its financial statements. All intercompany transactions and balances have been eliminated. See Note 11, “Variable Interest Entities,” for further details. Use of estimates The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued and Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. Retrospective application of the guidance is permitted. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and the adoption did not have a significant impact on its condensed consolidated financial statements or related disclosures. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer's Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments in this ASU are effective for public entities excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION The Company operates a virtual behavioral healthcare business that connects individuals and licensed therapists, psychologists and psychiatrists with an online platform for one-on-one therapy delivered via messaging, audio and video. Individuals access the Company’s services through the Company’s website or mobile app. The Company generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to its therapy platform as well as supplementary a la carte offerings, payments from members and their respective insurance companies and annually contracted platform access fees from enterprise clients for the delivery of therapy services to their members or employees. The Company provides these services directly to individuals through a subscription plan. The Company recognizes member subscription revenues ratably over the subscription period, beginning when therapy services commence. Members may cancel at any time and will receive a pro-rata refund for the subscription price. The Company also contracts with health plans and other enterprises to provide its services to individuals who are qualified to receive access to the Company’s services through the Company’s commercial arrangements. The Company recognizes contracted revenue from our enterprise clients from the commencement of their contracted term through the annual period based primarily on a per-member-per month model. The Company recognizes revenues from services provided to insured members at a point in time, as virtual therapy session is rendered. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service. Contracts with enterprise clients are for one or more years with the ability to provide 60 days advance notice prior to termination at each year mark during the term. On occasion and depending on the client, the Company allows a 60 or 90 day intra-year termination notice but only after the client has completed the first year of service. The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenues from sales to unaffiliated customers: Consumers $ 15,279 $ 21,091 $ 31,658 $ 39,655 Commercial 14,565 9,892 28,336 18,485 Total $ 29,844 $ 30,983 $ 59,994 $ 58,140 Accounts Receivable and Revenue Reserves Revenue reserves are deducted from accounts receivable to present the net amount expected to be collected. As of June 30, 2022, revenue reserves mainly relate to allowances for accounts receivable balances from health insurance and EAP organizations. During the six months ended June 30, 2022 and 2021, the Company recorded an increase in revenue reserves of $ 1.0 million and $ 0.2 million, respectively. During the six months ended June 30, 20 22, the Company wrote-off $ 1.2 million of its aged receivables that were previously fully reserved. There were no write-offs of aged balances during the six months ended June 30, 2021. There were insignificant changes in reserves and no write-offs of aged balances during the three months ended June 30, 2022 and 2021. As of June 30, 2022, the balance of receivables related to health insurance and EAP organizations w as $ 5.8 million and the revenue reserves against these receiva bles was $ 4.7 million, of this amount $ 2.6 million relates to aged balances for periods prior to 2022. Deferred Revenue The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. As of June 30, 2022, deferred revenue related mainly to the Company’s consumer subscription business. Deferred revenue as of June 30, 2022 was $ 6.0 million ( $ 7.2 million as of December 31, 2021). The Company recognizes deferred revenues as revenues in the statement of operations once performance obligations have been performed and satisfied. The Company expects to satisfy the majority of its performance obligations associated with deferred revenue within one year or less. Contract Costs The Company elected to use the practical expedient to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 4. FAIR VALUE MEASUREMENT The carrying value of the Company’s cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximate fair value because of the relatively short-term nature of the underlying assets. The Company’s Private Placement Warrants are carried at fair value with changes in fair value recognized in earnings each period. The Private Placement Warrants assumed in connection with the consummation of the Business Combination and the closing of the Forward Purchase Agreement with the HEC Fund are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within financial expense, net, in the condensed consolidated statement of operations. The Private Placement Warrants were valued using the Black-Scholes-Merton Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. For the three and six months ended June 30, 2022, the Company had losses related to the remeasurement of the Private Placement W arrants of $ 2.1 million and $ 1.2 million, respectively. The following table presents the changes in the fair value of warrant liabilities during the three and six months ended June 30, 2022: Level 3 Liabilities For the Three Months Ended June 30, 2022 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 3,195 $ 2,092 $ 5,287 Level 3 Liabilities For the Six Months Ended June 30, 2022 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 4,070 $ 1,217 $ 5,287 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 5. COMMITMENTS AND CONTINGENT LIABILITIES Lease commitments The Company does not currently have any leases with terms in excess of 12 months. Since terminating the prior office lease agreement in New York City in August 2020, the Company has an immaterial month to month operating lease for office space in New York City. The Company currently has no permanent physical office space, and the majority of its employees are working remotely. The Company has limited operations outside the United States. The Company has one foreign subsidiary located in Israel which leases its operating facilities under a month-to-month operating lease agreement. The Company elected the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use (“ROU”) assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. Rent expenses under the Company’s short-term operating leases for the three and six months ended June 30, 2022 was $ 50,000 and $ 110,000 , respectively. Litigation The Company is and may in the future be involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that any such litigation or claims are unlikely to have any material adverse impact on the Company’s consolidated results of operations, cash flows or financial position. Regardless of the outcome, however, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors. In January 2022, the Company and certain of its current and former officers and directors were named as defendants in securities class action complaints filed in the United States District Court for the Southern District of New York (the “Securities Actions”) under the case headings: (1) Baron v. Talkspace et al ., No. 22-cv-00163 (S.D.N.Y.) and (2) Valdez v. Talkspace et al ., No. 22-cv-00840 (S.D.N.Y.). The Securities Actions asserted violations of sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rules 10b-5 and 14a-9 promulgated thereunder. The Securities Actions generally relate to public disclosures and statements by the Company in connection with its merger with HEC. The core allegations are that in connection with the merger, defendants made material misstatements and omissions regarding Talkspace’s business, financial condition, and growth prospects. The complaints seek, among other things, damages on behalf of all members of the proposed class. In June 2022, the Securities Actions were consolidated under the caption In re Talkspace, Inc. Securities Litigation (the “Consolidated Securities Action”). On June 15, 2022, an individual filed a stockholder derivative lawsuit purportedly on behalf of Talkspace, naming certain of the Company’s current and former officers and directors as defendants and the Company as a nominal defendant. The suit is pending in the United States District Court for the Southern District of New York under the case caption Odsvall v. Oren Frank et al ., No. 22-cv-05016 (S.D.N.Y.) (the “Odsvall Derivative Lawsuit”). The Odsvall Derivative Lawsuit asserts claims for violations of federal securities laws and breaches of fiduciary duty based on many of the same facts at-issue in the Consolidated Securities Action. The complaint in the Odsvall Derivative Lawsuit additionally alleges that the individual defendants breached their fiduciary obligations to Talkspace by permitting misleading statements to be published in a proxy statement, press releases, and other public filings and announced on a quarterly earnings call. The complaint seeks, among other things, damages on behalf of the Company, restitution and injunctive relief. On July 22, 2022, an individual filed a stockholder derivative lawsuit purportedly on behalf of Talkspace, naming the Company’s current directors as defendants and the Company as a nominal defendant. The suit is pending in the United States District Court for the Southern District of New York under the case caption Nayman v. Berg, et al ., No. 22-cv-06258 (S.D.N.Y.) (the “Nayman Derivative Lawsuit”). The Nayman Derivative Lawsuit asserts claims for violations of federal securities laws, breach of fiduciary duty, and aiding and abetting breach of fiduciary duty relating to the merger with HEC, among other things, based on many of the same facts at issue in the Consolidated Securities Action. The complaint seeks, among other things, damages on behalf of the Company, restitution and injunctive relief. The Company is not able to predict the outcome of these lawsuits, nor can it predict the amount of time and expense that will be required to resolve the lawsuits. The Company believes that the lawsuits are without merit and intends to vigorously defend against them. In addition to the foregoing, from time-to-time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. In the opinion of management, the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. Warranties and Indemnification The Company’s arrangements generally include certain provisions for indemnifying clients against liabilities if there is a breach of a client’s data or if the Company’s service infringes a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | NOTE 6. CAPITAL STOCK The Company’s authorized capital stock consists of (a) 1,000,000,000 shares of common stock, par value $ 0.0001 per share; and (b) 100,000,000 shares of preferred stock, par value $ 0.0001 per share. As of June 30, 2022, there were 157,372,616 shares of common stock issued and outstanding ( 152,862,447 as of December 31, 2021). As of June 30, 2022 and December 31, 2021, no shares of preferred stock were issued or outstanding. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 7. SHARE-BASED COMPENSATION The Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent. In connection with the effectiveness of the 2021 Plan, no further awards will be granted under the 2014 Plan. Employees, consultants and directors of the Company, and employees and consultants of its subsidiaries, are eligible to receive awards under the 2021 Plan. In connection with the closing of the Business Combination, the Company also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) under which employees of Talkspace and its participating subsidiaries are provided with the opportunity to purchase Talkspace common stock at a discount through accumulated payroll deductions during successive offering periods. As of June 30, 2022, no employee stock purchases have been made under the 2021 ESPP. All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s condensed consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period). The following table sets forth the total stock-based compensation expense related to stock options and restricted stock units included in the respective components of operating expenses in the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Research and development, net $ 662 $ 1,345 $ 1,208 $ 1,517 Clinical Operations 79 216 201 287 Sales and Marketing 816 3,142 1,593 4,019 General and administrative 2,282 10,493 3,205 10,886 Total stock-based compensation expense $ 3,839 $ 15,196 $ 6,207 $ 16,709 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 8. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Net loss $ 23,022 $ 30,441 $ 43,382 $ 43,179 Weighted-average shares used to compute net loss per share, 155,709,901 26,362,369 154,901,165 20,097,094 Net loss per share, basic and diluted $ 0.15 $ 1.15 $ 0.28 $ 2.15 For the three and six months ended June 30, 2022, the following were excluded from the calculation of diluted net loss per share since each would have had an anti-dilutive effect given the Company’s n et loss: 18,042,701 s tock optio ns, 6,360,148 restricted stock units, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company’s common stock. For the three and six months ended June 30, 2021 , the following were excluded from the calculation of diluted net loss per share since each would have had an anti-dilutive effect: 18,304,765 stock options, 12,780,000 private placement warrants and 21,350,000 public warrants to purchase the Company's common stock. |
Taxes on Income
Taxes on Income | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | NOTE 9. TAXES ON INCOME As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not expected to be realized. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses and Other Current Liabilities Abstract | |
Accrued Expenses and Other Current Liabilities | NOTE 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities are comprised of the following: (in thousands) June 30, 2022 December 31, 2021 Employee compensation $ 5,183 $ 5,988 User acquisition 3,203 2,680 Professional fees 707 1,303 Other 1,805 2,591 Accrued expenses and other current liabilities $ 10,898 $ 12,562 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES ("VIEs") | NOTE 11. VARIABLE INTEREST ENTITIES ("VIEs" ) In the second quarter of 2022, the Company completed its transition with respect to its relationships with healthcare providers under Talkspace Provider Network, PA (“TPN”), a Texas professional association entity. The Company's wholly owned subsidiary, Talkspace LLC, is party to various Management Services Agreements (“MSAs”) between it and TPN as well as other affiliated professional entities ("PC entities") as part of this transition. TPN and the PC entities, where applicable, contract with physicians, therapists, and other licensed professionals for clinical and professional services provided to the Company’s members. The Company believes the transition to a structure where it operates under various MSAs with professional associations and professional corporations authorized by state law to contract with affiliated professionals to delivery teletherapy services to its members, will help ensure the Company is able to comply with all applicable regulatory requirements, including the corporate practice of medicine and fee-splitting laws, that are necessarily implicated by engaging in telehealth care that can only be delivered by physicians. The Company is continuing to transition its current agreements with its clients, members and other business partners to TPN or the PC entities, where applicable. Pursuant to the MSAs, Talkspace LLC is the manager entity (the “Manager”) and provides management and administrative resources and services essential to the operations of TPN and the PC entities and receives a management fee for these services and reimbursement of expenses incurred. TPN and the PC entities in turn have the obligation under the MSAs to engage all licensed physicians and other health professionals to provide behavioral healthcare services to the Company's members. As of June 30, 2022, the PC entities are not active and no activity has been recorded under these entities. The Company holds a variable interest in TPN. TPN is considered a variable interest entity (“VIE”) under Accounting Standard Codification 810, Consolidation, since it does not have sufficient equity to finance its activities without additional subordinated financial support. An entity having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities of TPN that most significantly impact TPN's economic performance and the obligation to absorb all losses or the right to receive the benefits from TPN, and as a result TPN is consolidated in the Company’s financial statements. In addition, no non-controlling interest is recorded in respect of TPN as it has a single individual shareholder who has no right to dividends or residual interest. The following table details the assets and liabilities of the Company's consolidated VIE: (in thousands) June 30, 2022 ASSETS Cash and cash equivalents $ 306 Other assets 54 Total Assets $ 360 LIABILITIES Accrued expenses and other current liabilities 3,140 Total Liabilities $ 3,140 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2021, have been applied consistently in these unaudited condensed consolidated financial statements, unless otherwise stated. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any Variable Interest Entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. In the second quarter of 2022, the Company completed the transition of its structure with respect to its relationships with healthcare providers and certain affiliated professional association and professional corporations in which it holds a variable interest. These affiliated professional association and professional corporations are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support. The Company determined that it is the primary beneficiary of the VIEs and as a result consolidated them in its financial statements. All intercompany transactions and balances have been eliminated. See Note 11, “Variable Interest Entities,” for further details. |
Use of estimates | Use of estimates The preparation of consolidated financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires entities to disclose information about certain types of government assistance they receive in the notes to the financial statements. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. Retrospective application of the guidance is permitted. The amendments in this ASU are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and the adoption did not have a significant impact on its condensed consolidated financial statements or related disclosures. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer's Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments in this ASU are effective for public entities excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 and the adoption did not have an impact on its condensed consolidated financial statements or related disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenues from sales to unaffiliated customers: Consumers $ 15,279 $ 21,091 $ 31,658 $ 39,655 Commercial 14,565 9,892 28,336 18,485 Total $ 29,844 $ 30,983 $ 59,994 $ 58,140 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of warrants | The following table presents the changes in the fair value of warrant liabilities during the three and six months ended June 30, 2022: Level 3 Liabilities For the Three Months Ended June 30, 2022 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 3,195 $ 2,092 $ 5,287 Level 3 Liabilities For the Six Months Ended June 30, 2022 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 4,070 $ 1,217 $ 5,287 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | The following table sets forth the total stock-based compensation expense related to stock options and restricted stock units included in the respective components of operating expenses in the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Research and development, net $ 662 $ 1,345 $ 1,208 $ 1,517 Clinical Operations 79 216 201 287 Sales and Marketing 816 3,142 1,593 4,019 General and administrative 2,282 10,493 3,205 10,886 Total stock-based compensation expense $ 3,839 $ 15,196 $ 6,207 $ 16,709 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2022 2021 2022 2021 Net loss $ 23,022 $ 30,441 $ 43,382 $ 43,179 Weighted-average shares used to compute net loss per share, 155,709,901 26,362,369 154,901,165 20,097,094 Net loss per share, basic and diluted $ 0.15 $ 1.15 $ 0.28 $ 2.15 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses and Other Current Liabilities Abstract | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities are comprised of the following: (in thousands) June 30, 2022 December 31, 2021 Employee compensation $ 5,183 $ 5,988 User acquisition 3,203 2,680 Professional fees 707 1,303 Other 1,805 2,591 Accrued expenses and other current liabilities $ 10,898 $ 12,562 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets and liabilities of the Company's consolidated VIE | The following table details the assets and liabilities of the Company's consolidated VIE: (in thousands) June 30, 2022 ASSETS Cash and cash equivalents $ 306 Other assets 54 Total Assets $ 360 LIABILITIES Accrued expenses and other current liabilities 3,140 Total Liabilities $ 3,140 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues fom sales to unaffiliated customers: | ||||
Total Revenue | $ 29,844 | $ 30,983 | $ 59,994 | $ 58,140 |
Consumer | ||||
Revenues fom sales to unaffiliated customers: | ||||
Total Revenue | 15,279 | 21,091 | 31,658 | 39,655 |
Commercial | ||||
Revenues fom sales to unaffiliated customers: | ||||
Total Revenue | $ 14,565 | $ 9,892 | $ 28,336 | $ 18,485 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Deferred Revenue | $ 6,000 | $ 6,000 | $ 7,200 | ||
Increase In Revenue Reserve | 1,000 | $ 200 | |||
Accounts receivable, net | 7,162 | 7,162 | $ 5,512 | ||
Aged receivables wrote-off | 0 | $ 0 | 1,200 | $ 0 | |
Revenue Reserves | 4,700 | 4,700 | |||
Aged Balances | 2,600 | 2,600 | |||
Health Plans and EAP Customers | |||||
Disaggregation of Revenue [Line Items] | |||||
Accounts receivable, net | $ 5,800 | $ 5,800 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Private Placement Warrants | ||
Loss on Remeasurement of Warrant | $ 2.1 | $ 1.2 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of warrants (Detail) - Private Placement Warrants - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||
Fair value as of beginning | $ 3,195 | $ 4,070 |
Change in value | 2,092 | 1,217 |
Fair value as of ending | $ 5,287 | $ 5,287 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental Expense | $ 50,000 | $ 110,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | |
Preferred stock, par value | $ 0.0001 | |
Common Stock Shares Issued | 157,372,616 | 152,862,447 |
Common stock, shares outstanding | 157,372,616 | 152,862,447 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 3,839 | $ 15,196 | $ 6,207 | $ 16,709 | ||
Common stock | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Exercise of stock options, share | 1,092,515 | 2,164,870 | 2,617,908 | 684,923 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 3,839 | $ 15,196 | $ 6,207 | $ 16,709 |
Research and Development, net | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 662 | 1,345 | 1,208 | 1,517 |
Clinical Operations | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 79 | 216 | 201 | 287 |
Sales and Marketing | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | 816 | 3,142 | 1,593 | 4,019 |
General and Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation expense | $ 2,282 | $ 10,493 | $ 3,205 | $ 10,886 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net loss | $ 23,022 | $ 20,360 | $ 30,441 | $ 12,738 | $ 43,382 | $ 43,179 |
Denominator: | ||||||
Weighted-average shares used in basic computations | 155,709,901 | 26,362,369 | 154,901,165 | 20,097,094 | ||
Weighted-average shares used in diluted computations | 155,709,901 | 26,362,369 | 154,901,165 | 20,097,094 | ||
Net loss per share, basic | $ 0.15 | $ 1.15 | $ 0.28 | $ 2.15 | ||
Net loss per share, diluted | $ 0.15 | $ 1.15 | $ 0.28 | $ 2.15 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted loss per share | 6,360,148 | 6,360,148 | ||
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted loss per share | 18,042,701 | 18,304,765 | 18,042,701 | 18,304,765 |
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted loss per share | 12,780,000 | 12,780,000 | 12,780,000 | 12,780,000 |
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted loss per share | 21,350,000 | 21,350,000 | 21,350,000 | 21,350,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Expense and Other Current Liabilities [Abstract] | ||
Employee compensation | $ 5,183 | $ 5,988 |
User acquisition | 3,203 | 2,680 |
Professional fees | 707 | 1,303 |
Other | 1,805 | 2,591 |
Accrued expenses and other current liabilities | $ 10,898 | $ 12,562 |
Variable Interest Entities -Add
Variable Interest Entities -Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Variable interest in TPN | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity, Financial or Other Support, Reasons | The Company holds a variable interest in TPN. TPN is considered a variable interest entity (“VIE”) under Accounting Standard Codification 810, Consolidation, since it does not have sufficient equity to finance its activities without additional subordinated financial support. An entity having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities of TPN that most significantly impact TPN's economic performance and the obligation to absorb all losses or the right to receive the benefits from TPN, and as a result TPN is consolidated in the Company’s financial statements. In addition, no non-controlling interest is recorded in respect of TPN as it has a single individual shareholder who has no right to dividends or residual interest. |
Variable Interest Entities - Su
Variable Interest Entities - Summary of assets and liabilities of the Company's consolidated VIE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 166,622 | $ 198,256 |
Total assets | 187,466 | 223,606 |
LIABILITIES | ||
Accrued expenses and other current liabilities | 10,898 | $ 12,562 |
Variable Interest Entity [Member] | ||
ASSETS | ||
Cash and cash equivalents | 306 | |
Other assets | 54 | |
Total assets | 360 | |
LIABILITIES | ||
Accrued expenses and other current liabilities | 3,140 | |
Total Liabilities | $ 3,140 |