Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39314 | ||
Entity Registrant Name | TALKSPACE, INC. | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 84-4636604 | ||
Entity Address, Address Line One | 622 Third Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
Entity Central Index Key | 0001803901 | ||
City Area Code | 212 | ||
Local Phone Number | 284-7206 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 181.8 | ||
Entity Common Stock, Shares Outstanding | 168,903,571 | ||
Documents Incorporated By Reference Text Block | DOCUMENTS INCORPORATED BY REFERENCE The Company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed by the Company pursuant to Regulation 14A is incorporated into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K. | ||
Auditor Firm Id | 1281 | ||
Auditor Name | Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global | ||
Auditor Location | Tel-Aviv, Israel | ||
Common Stock | |||
Document Information [Line Items] | |||
Security12b Title | Common stock, par value $0.0001 per share | ||
Trading Symbol | TALK | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Security12b Title | Warrants to purchase common stock | ||
Trading Symbol | TALKW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 123,908 | $ 138,545 |
Accounts receivable, net | 10,174 | 9,640 |
Other current assets | 5,718 | 4,372 |
Total current assets | 139,800 | 152,557 |
Property and equipment, net | 314 | 677 |
Intangible assets, net | 1,786 | 2,529 |
Other long-term assets | 321 | 491 |
Total assets | 142,221 | 156,254 |
CURRENT LIABILITIES: | ||
Accounts payable | 6,111 | 6,461 |
Deferred revenues | 3,069 | 4,355 |
Accrued expenses and other current liabilities | 12,468 | 16,502 |
Total current liabilities | 21,648 | 27,318 |
Warrant liabilities | 1,842 | 939 |
Other long-term liabilities | 85 | 461 |
Total liabilities | 23,575 | 28,718 |
Commitments and contingencies (note 7) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock of $0.0001 par value - Authorized: 1,000,000,000 shares at December 31, 2023 and 2022; Issued and outstanding: 168,428,856 and 161,155,030 shares at December 31, 2023 and 2022, respectively | 16 | 16 |
Additional paid-in capital | 389,014 | 378,722 |
Accumulated deficit | (270,384) | (251,202) |
Total stockholders equity | 118,646 | 127,536 |
Total liabilities and stockholders' equity | $ 142,221 | $ 156,254 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 168,428,856 | 161,155,030 |
Common stock, shares outstanding | 168,428,856 | 161,155,030 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Revenues | $ 150,045 | $ 119,567 | $ 113,671 |
Cost of revenues | 75,665 | 59,229 | 46,899 |
Gross profit | 74,380 | 60,338 | 66,772 |
Operating expenses: | |||
Research and development, net | 17,571 | 21,659 | 15,919 |
Clinical operations, net | 6,159 | 6,591 | 9,365 |
Sales and marketing | 52,544 | 72,842 | 100,641 |
General and administrative | 21,315 | 36,270 | 34,770 |
Impairment of goodwill | 0 | 6,134 | 0 |
Total operating expenses | 97,589 | 143,496 | 160,695 |
Operating loss | (23,209) | (83,158) | (93,923) |
Financial (income), net | (4,245) | (3,740) | (31,228) |
Loss before taxes on income | (18,964) | (79,418) | (62,695) |
Taxes on income | 218 | 254 | 47 |
Net loss | $ (19,182) | $ (79,672) | $ (62,742) |
Net loss per share: | |||
Earnings Per Share, Basic | $ (0.12) | $ (0.51) | $ (0.72) |
Earnings Per Share, Diluted | $ (0.12) | $ (0.51) | $ (0.72) |
Weighted average number of common shares used in computing basic net loss per share | 165,039,920 | 156,885,256 | 86,775,948 |
Weighted average number of common shares used in computing diluted net loss per share | 165,039,920 | 156,885,256 | 86,775,948 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ (98,898) | $ 1 | $ 9,889 | $ (108,788) | |
Beginning balance, shares at Dec. 31, 2020 | 94,582,550 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 111,282 | ||||
Beginning balance, shares at Dec. 31, 2020 | 13,413,431 | ||||
Exercise of stock options | 2,098 | 2,098 | |||
Exercise of stock options, share | 3,627,127 | ||||
Restricted stock units settled | (491) | (491) | |||
Restricted stock units settled, shares | 282,415 | ||||
Stock-based compensation | 27,405 | 27,405 | |||
Issuance of warrants | 125 | 125 | |||
Common stock issued related to exercise of warrants | 609 | 609 | |||
Common stock issued related to exercise of warrants, shares | 98,871 | ||||
Acquisition of warrants | 27,945 | 27,945 | |||
Preferred stock conversion | 111,282 | $ (111,282) | $ 10 | 111,272 | |
Preferred stock conversion, Share | (94,582,550) | 94,582,550 | |||
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs | 184,940 | $ 4 | 184,936 | ||
Issuance of common stock in connection with Business Combination and PIPE offering, net of issuance costs, shares | 40,858,053 | ||||
Net loss | (62,742) | (62,742) | |||
Ending balance at Dec. 31, 2021 | 192,273 | $ 15 | 363,788 | (171,530) | |
Ending balance, shares at Dec. 31, 2021 | 152,862,447 | ||||
Exercise of stock options | 3,181 | $ 1 | 3,180 | ||
Exercise of stock options, share | 5,331,634 | ||||
Restricted stock units settled | (362) | (362) | |||
Restricted stock units settled, shares | 2,960,949 | ||||
Stock-based compensation | 12,116 | 12,116 | |||
Net loss | (79,672) | (79,672) | |||
Ending balance at Dec. 31, 2022 | $ 127,536 | $ 16 | 378,722 | (251,202) | |
Ending balance, shares at Dec. 31, 2022 | 161,155,030 | 161,155,030 | |||
Exercise of stock options | $ 2,707 | 2,707 | |||
Exercise of stock options, share | 4,592,195 | 4,592,195 | |||
Restricted stock units settled | $ (810) | (810) | |||
Restricted stock units settled, shares | 2,681,631 | ||||
Stock-based compensation | 8,395 | 8,395 | |||
Net loss | (19,182) | (19,182) | |||
Ending balance at Dec. 31, 2023 | $ 118,646 | $ 16 | $ 389,014 | $ (270,384) | |
Ending balance, shares at Dec. 31, 2023 | 168,428,856 | 168,428,856 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (19,182) | $ (79,672) | $ (62,742) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,196 | 1,357 | 1,973 |
Amortization of debt issuance costs | 0 | 0 | 175 |
Stock-based compensation | 8,395 | 12,116 | 27,405 |
Remeasurement of warrant liabilities | 903 | (3,131) | (31,784) |
Impairment of goodwill | 0 | 6,134 | 0 |
(Increase) decrease in accounts receivable | (534) | (4,126) | 402 |
(Increase) decrease in other current assets | (1,346) | 5,080 | (8,053) |
(Decrease) increase in accounts payable | (350) | (968) | 503 |
(Decrease) increase in deferred revenues | (1,286) | (2,831) | 2,014 |
(Decrease) increase in accrued expenses and other current liabilities | (4,034) | 4,862 | 4,396 |
Other | (155) | 102 | 0 |
Net cash used in operating activities | (16,393) | (61,077) | (65,711) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (151) | (350) | (663) |
Proceeds from sale of property and equipment | 10 | 33 | 0 |
Net cash used in investing activities | (141) | (317) | (663) |
Cash flows from financing activities: | |||
(Payments) proceeds from reverse capitalization, net of transaction costs | 0 | (645) | 249,334 |
Proceeds from exercise of stock options | 2,707 | 3,181 | 2,098 |
Payments for employee taxes withheld related to vested stock-based awards | (810) | (853) | 0 |
Proceeds from borrowings | 0 | 0 | 6,000 |
Repayment of borrowings | 0 | 0 | (6,000) |
Payment of debt issuance costs | 0 | 0 | (50) |
Net cash provided by financing activities | 1,897 | 1,683 | 251,382 |
Net (decrease) increase in cash and cash equivalents | (14,637) | (59,711) | 185,008 |
Cash and cash equivalents at the beginning of the year | 138,545 | 198,256 | 13,248 |
Cash and cash equivalents at the end of the year | 123,908 | 138,545 | 198,256 |
Supplemental cash flow data: | |||
Cash paid during the year for interest | 0 | 68 | 538 |
Cash paid during the year for income taxes | 219 | 122 | 0 |
Non-cash investing activity: | |||
Lease liabilities arising from obtaining right-of-use assets | 0 | 466 | 0 |
Non-cash financing activity: | |||
Employee taxes withheld related to restricted stock units vested | 0 | 0 | 491 |
Conversion of preferred stock to common stock | $ 0 | $ 0 | $ 111,282 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (19,182) | $ (79,672) | $ (62,742) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
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. The Company offers convenient and affordable access to a fully credentialed network of highly qualified providers. Since its inception, the Company has connected millions of patients with licensed behavioral health providers across a wide and growing spectrum of care through virtual counseling, psychotherapy, and psychiatry. Talkspace was originally incorporated as Hudson Executive Investment Corp. (“HEC”), a special purpose acquisition company, for the purpose of entering into a business combination with one or more businesses or entities. 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 Company refers to this transaction as the Business Combination. In connection with the Business Combination, HEC filed the Certificate of Incorporation and changed its name to “Talkspace, Inc.” The Company's principal executive office is located in New York, NY. The Company's subsidiaries are Talkspace LLC and its wholly-owned subsidiary Talkspace Network LLC, and Groop Internet Platform LTD. In addition, the Company holds a variable interest in one professional association and eight professional corporations, which have been established pursuant to the requirements of their respective domestic jurisdiction governing the corporate practice of medicine. See Note 12, “Variable Interest Entities,” in the notes to the consolidated financial statements for further details. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these consolidated financial statements include, but are not limited to, the recognition and disclosure of contingent liabilities, revenue recognition, stock-based compensation awards and the fair value of warrant liabilities. The Company bases its estimates on historical factors, current circumstances and the experience and judgment of management. The Company evaluates its assumptions on an ongoing basis. The Company's management believes that the estimates, judgments, and assumptions used are reasonable based on the information available at the time they are made. Estimates, by their nature, are based on judgment and available information, therefore, actual results could be materially different from these estimates. Consolidation The Company consolidates all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary. Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements. Operating Segments The Company operates its business as a single segment and as one reporting unit, which is how the chief operating decision maker, the Company's Chief Executive Officer, reviews financial performance and allocates resources. Financial statements in U.S. dollars The majority of the Company’s operations are based in the United States. Most of the Company’s revenues and costs are denominated in United States dollars (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with ASC 830, “Foreign Currency Matters”. These transactions were not material for the years ended December 31, 2023, 2022 and 2021. Cash and cash equivalents Cash equivalents are short-term, highly liquid investments that are readily convertible to cash, with original maturities of three months or less at the date a cquired. The Company’s cash and cash equivalents generally consist of bank deposits and investments in money market funds. The Company’s cash and cash equivalents are invested in major banks in the United States. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. The Company deposits may exceed federally insured limits, however management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets . Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the average useful lives of the assets. The following table presents the average useful life used for the Company's fixed assets: Average Useful Life (years) Computers and software 3 Furniture and equipment 5 Property and equipment, net was immaterial as of December 31, 2023 and 2022 and the related depreciation expense was immaterial for the years ended December 31, 2023, 2022 and 2021. Internal-use Software In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platform. Software development activities generally consist of three stages (i) the preliminary project stage, (ii) the application development stage, and (iii) the post-implementation stage. Costs incurred in the preliminary project stage and post-implementation stage of software development, or maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application development stage are capitalized. The costs of significant upgrades and enhancements are capitalized, according to the criteria for each project stage discussed above, if it is probable that the expenditure will result in additional functionality. Additional functionality means that the software modifications enable the software to perform tasks that it previously was not capable of performing. Capitalized costs include employee-related costs, inclusive of non-cash stock compensation expense for employees who are directly associated with and who devote time to software projects. These costs are amortized on a straight-line basis over the estimated useful life of the software. Capitalized costs for internal-use software were immaterial for the years ending December 31, 2023 and 2022. Leases The Company accounts for its leases in accordance with ASC 842, "Leases". The right-of-use ("ROU") asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents an obligation to make payments based on the present value of lease payments over the lease term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease term includes options to extend or terminate the lease when it is reasonably certain these will be exercised. The Company has elected not to record operating lease ROU assets and lease liabilities for leases with an initial term of 12 months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. The Company's lease assets and liabilities were immaterial as of December 31, 2023 and 2022. Goodwill Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized, and is tested for impairment at least on an annual basis. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. For the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $ 6.1 million. No impairment charges were incurred for the years ending December 31, 2023 and 2021. Intangible Assets Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In cases where the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. See Note 4, "Intangible Assets, net" in the notes to the consolidated financial statements for further details. Impairment of long-lived assets and intangible assets subject to amortization, including ROU lease asset Property and equipment, intangible assets and ROU lease assets are reviewed for impairment in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators are present, management performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the asset, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges related to long-lived assets for the years ended December 31, 2023, 2022 or 2021. Revenue recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that the Company will be entitled in exchange for the service rendered. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that is included in the transaction price. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Through its platform, Talkspace serves: • Health insurance plans and employee assistance programs (“Payor”) who offer their insured members access to the Company's platform at in-network reimbursement rates. • Direct-to-Enterprise clients (“DTE”) who offer their enterprise members access to the Company's platform while their enterprise is under an active contract with Talkspace. • Individual subscribers (“Consumer”) who subscribe directly to the Company's platform. Payor The Company contracts with health insurance plans and employee assistance programs to provide therapy and psychiatry services to their eligible covered members. Revenue is recognized at a point in time, as virtual therapy or psychiatry sessions are rendered. The transaction price is determined based on contracted rates and includes variable consideration in the form of implicit price concessions. The Company determines the total transaction price, including an estimate of variable consideration, at contract inception and reassesses this estimate at each reporting date. The Company estimates the amount of variable consideration that is included in the transaction price primarily based on actual historical collection experience for each Payor. Revenue is presented net of implicit price concessions. Contracts include annual evergreen clauses and generally may be terminated by either party typically upon a minimum 60-day advance notice. DTE The Company contracts with enterprises to provide access to the Company's therapist platform for their enterprise members, primarily based on a per-member-per-month access fee model. To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequent resolved. The majority of the contracts typically range in length from one to three years and are generally non-cancelable during the initial contractual term. Consumer The Company also generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to the Company's therapy platform as well as supplementary a la carte offerings directly to individual consumers through a subscription plan. The Company recognizes consumer revenues ratably over the subscription period, beginning when therapy services commence. The Company recognizes revenues from supplementary a la carte offerings at a point in time, as virtual therapy sessions are rendered. Members may cancel their subscription at any time and will receive a pro-rata refund for the subscription price. The transaction price from member subscription revenue and supplementary a la carte offerings includes variable consideration in the form of refunds. Revenue is presented net of refunds. The Company estimates the refund liability for the variable consideration portion of the transaction price primarily based on historical experience. The refund liability is recorded within the “Accrued expenses and other current liabilities” line item in the consolidated balance sheets. The refund liability was immaterial as of December 31, 2023 and 2022. Accounts Receivable Accounts receivables are stated net of credit losses allowance. The Company is exposed to credit losses primarily through its contracts with Payor and DTE clients. The Company’s methodology for estimating credit loss is based on historical collection experience, customer creditworthiness, current and future economic condition and market condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Accounts receivables are written off after all reasonable means to collect the full amount have been exhausted. Credit losses were immaterial for the years ended December 31, 2023, 2022 and 2021. Deferred Revenue The Company records deferred revenues when cash payments from customers are received in advance of the Company's performance obligations to provide services. As of December 31, 2023, deferred revenue related mainly to Consumer subscriptions. The Company expects to satisfy the majority of its performance obligations associated with deferred revenue within one year or less. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation”. Compensation costs for share-based awards are measured at the fair value on the grant date and recognized as expense using the straight-line method for service-based awards over the requisite service period. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model. The option-pricing model requires a number of assumptions, of which the most significant is the expected stock price volatility and the expected option term. Expected volatility is calculated based upon the Company's historical share price movements as well as similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate based only on the Company's share price. Expected term is calculated based on the simplified method as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value of restricted stock units is measured as the grant-date closing price of the Company’s common stock. The Company recognizes forfeitures of awards as they occur. Determination of Fair Value of our Common Stock prior to the Business Combination Due to the absence of an active market for our shares of common stock prior to the Business Combination, the grant-date fair market value of the common shares underlying stock options was historically determined by management and approved by the Company’s board of directors. Because there was no public market for the Company’s common shares, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred shares, the rights, preferences and privileges of the Company’s convertible preferred shares relative to those of the Company’s common shares, actual operating results, financial performance and the lack of marketability of the Company’s common shares. Employee Benefit Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100 % of eligible employee’s elective deferral up to 4 % of eligible earnings. The Company's matching contributions to participants’ accounts were immaterial for the years ended December 31, 2023, 2022 and 2021. Fair value of financial instruments 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 used to measure fair value to the extent that relevant observable inputs are not available. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity's own data, taking into account all information about market participant assumptions that is reasonably available. Three levels of inputs may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. Income taxes The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying consolidated financial statements. The Company follows the provisions in ASC 740 and the guidance related to accounting for uncertainty in income taxes. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company does not provide deferred tax liabilities when it intends to reinvest earnings of a foreign subsidiary indefinitely or if distributed, no tax liability will be imposed. Undistributed earnings of a foreign subsidiary and unrecognized deferred tax liability related to such earnings are immaterial as of December 31, 2023. As of December 31, 2023 and 2022 the Company did no t record any provision for uncertain tax positions. The Company does not anticipate that the assessment will significantly increase or decrease within the next 12 months. No accrued interest or penalties were accrued as of December 31, 2023 and 2022. Net loss per share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of shares of common stock are anti-dilutive. Recently Issued and Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3. REVENUE RECOGNITION The following table presents the Company’s revenues from sales to unaffiliated customers disaggregated by revenue source: Year Ended December 31, (in thousands) 2023 2022 2021 Revenues from sales to unaffiliated customers: Payor $ 80,823 $ 36,168 $ 22,272 DTE 33,614 28,241 $ 16,642 Consumer 35,608 55,158 74,757 Total $ 150,045 $ 119,567 $ 113,671 For the years ended December 31, 2023, 2022 and 2021, the majority of the Company’s revenues were generated from customers located in the United States. For the year ended December 31, 2023, two customers represented 10 % or more of total revenue. For the year ended December 31, 2022, two customers represented 10 % or more of total revenue. No single customer represented 10 % or more of total revenue for the year ended December 31, 2021. Accounts Receivable The Company had receivables related to revenue from DTE clients of $ 7.8 million and $ 7.4 million at December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and 2022, the balance of receivables related to revenue from Payor clients was $ 2.4 million and $ 2.2 million, respectively. As of D ecember 31, 2023, no single customer represented 10 % or more of the accounts receivable balance. As of December 31, 2022, one customer represented 10 % of the accounts receivable balance. Deferred Revenue For the year ended December 31, 2023 and 2022, the Company recognized revenues of $2 .8 million and $ 6.2 million, respectively, that were included in deferred revenues at the beginning of the year. As of December 31, 2023, deferred revenue mainly related to the Company’s Consumer subscription business. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | NOTE 4. INTANGIBLE ASSETS, NET Intangible assets are comprised of the following: As of December 31, (in thousands) 2023 2022 Intangible assets with finite lives: Acquired technology $ 3,201 $ 3,201 Customer relationship 1,350 1,350 Non-Competition agreement 939 939 5,490 5,490 Accumulated amortization: Acquired technology 1,415 968 Customer relationship 1,350 1,350 Non-Competition agreement 939 643 3,704 2,961 Intangible assets, net $ 1,786 $ 2,529 Amortization expen se for intangible assets was $ 0.7 million for the year end ed December 31, 2023 ($ 0.9 million and $ 1.8 million for the years ended December 31, 2022 and 2021, respectively). Amortization related to intangible assets for acquired technology was included in cost of revenues and amortization related to intangible assets for customer relationships was included in sales and marketing expenses in the Company ’s consolidated statement of operations for the periods presented. Future amortization that will be charged to expense over the remaining life of the acquired technology intangible asset as of December 31, 2023 is as follows: December 31, In thousands 2024 $ 446 2025 446 2026 446 2027 448 $ 1,786 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 5. FAIR VALUE MEASUREMENT The carrying value of the Company’s cash, 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 or liabilities. Money market funds are classified within Level 1 of the fair value hierarchy because these assets are valued based on quoted market prices in active markets. The Company assumed Public Warrants as a result of the Business Combination 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 it in additional paid-in capital within stockholder’s equity. This is considered to be a non-recurring Level 1 measurement due to the use of an observable market quote in an active market. In June 2021, the Company also assumed Private Placement Warrants which are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities were measured at fair value at inception and thereafter on a recurring, quarterly basis, with changes in fair value presented within financial (income), net, in the 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 implied volatility from trading prices of the Company's Public Warrants, significant increases (decreases) in this input in isolation would have resulted in a significantly higher (lower) fair value measurement. T he following were the inputs utilized in determining the fair value of the Private Placement Warrants as of December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Dividend yield (1) 0 % 0 % Expected volatility (2) 61.10 % 93.00 % Risk-free interest rate (3) 4.13 % 4.17 % Time to maturity (years) 2.47 3.47 (1) N o dividends were paid for the years ending December 31, 2023 and 202 2 . (2) T he expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date . (3) T he risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants . Assets and Liabilities Measured at Fair Value The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2023 and 2022, have been categorized based upon the fair value hierarchy as follows: Fair Value Measurements as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash $ 1,078 $ — $ — $ 1,078 Cash equivalents Money market funds 122,830 — — 122,830 Total cash and cash equivalents $ 123,908 $ — $ — $ 123,908 Liabilities Private Placement Warrants — — 1,842 1,842 Total Warrant Liabilities $ — $ — $ 1,842 $ 1,842 Fair Value Measurements as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash $ 118,038 $ — $ — $ 118,038 Cash equivalents Money market funds 20,507 — — 20,507 Total cash and cash equivalents $ 138,545 $ — $ — $ 138,545 Liabilities Private Placement Warrants — — 939 939 Total Warrant Liabilities $ — $ — $ 939 $ 939 The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022: Level 3 Liabilities Year Ended December 31, 2023 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 939 $ 903 $ 1,842 Level 3 Liabilities Year Ended December 31, 2022 (in thousands) Beginning Balance Change in fair Value Ending Balance Private Placement Warrants $ 4,070 $ ( 3,131 ) $ 939 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 6. COMMITMENTS AND CONTINGENT LIABILITIES Litigation 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 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.), which were subsequently consolidated under the caption In re Talkspace, Inc. Securities Litigation, No. 22-cv-00163 (S.D.N.Y) (the “Securities Action”). The Securities Action asserts 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. These actions generally relate to public disclosures and statements by the Company in connection with its merger with Hudson Executive Investment Corp. (“HEIC”). In December 2022, the Company’s subsidiary Tailwind Merger Sub II, LLC, certain of the Company’s current and former directors and officers, and others were named as defendants in a putative class action complaint filed in the Delaware Court of Chancery under the case caption Valdez v. Braunstein, et al., C.A. No. 2022-1148 (Del. Ch.) (the “Delaware Action”). The Delaware Action asserts claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty relating to the merger with HEIC, among other things, based on many of the same facts at issue in the Securities Action. The complaint seeks, among other things, damages on behalf of putative class members who did not redeem their shares in connection with the Company’s merger with HEIC. In February 2023, the Company resolved the Securities Action and the Delaware Action through mediation. The settlement resolves these litigations with respect to all named defendants (the "Securities Settlement"). On June 30, 2023, the court entered an order preliminarily approving the Securities Settlement. On October 30, 2023, the court granted final approval to the Securities Settlement in all respects. The defendants have not admitted any liability or wrongdoing in connection with the Securities Settlement and have entered into the Securities Settlement solely to avoid the costs, risks, distraction, and uncertainties of continued litigation of the Securities Action and Delaware Action. In June and July 2022, two individuals filed stockholder derivative lawsuits on behalf of Talkspace in the United States District Court for the Southern District of New York under the case captions: (1) Odsvall v. Oren Frank et al., No. 22-cv-05016 (S.D.N.Y.) and (2) Nayman v. Berg, et al., No. 22-cv-06258 (S.D.N.Y.), which were subsequently consolidated under the caption In re Talkspace Stockholder Derivative Litigation, No. 22-cv-05016 (S.D.N.Y.) in September 2022 (the “Derivative Action”). The Derivative Action named certain of the Company’s current and former officers and directors as defendants and the Company as a nominal defendant. The Derivative Action asserted claims for violations of federal securities laws, breach of fiduciary duty, and aiding and abetting breaches of fiduciary duty relating to the merger with HEIC, among other things, based on many of the same facts at issue in the Securities Action. In February 2023 the parties reached an agreement in principle to resolve the Derivative Action with respect to all named defendants in exchange for certain changes to the Company’s Corporate Governance environment, including the declassification of the Company’s board of directors, creation of a management-level disclosure committee, enhancements to the responsibilities and duties of the Company’s Audit Committee, the addition of independent directors, enhancements to employee compliance training and retention of an internal controls consultant. The declassification of the Company's board of directors was put forth as a proposal at the Company's 2023 Annual Shareholder Meeting, but it wasn’t approved by the general shareholder vote. On May 18, 2023, the parties entered into a Stipulation of Settlement and Release Agreement (the “Stipulation”) that sets forth the terms and conditions for the proposed settlement and dismissal with prejudice of the Derivative Action (the “Derivative Settlement”). On June 30, 2023, the court entered an order preliminarily approving the Stipulation and proposed Derivative Settlement and scheduling a hearing for August 16, 2023 to determine whether to give final approval to the Derivative Settlement. On August 16, 2023, the court granted final approval to the Derivative Settlement in all respects. The defendants have not admitted any liability or wrongdoing in connection with the Derivative Settlement and have entered into the Derivative Settlement solely to avoid the costs, risks, distraction, and uncertainties of continued litigation of the Derivative Action. In addition to the foregoing, the Company may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. The Company accrues for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | NOTE 7. 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 December 31, 2023 and 2022 there were 12,780,000 Private Placement Warrants and 21,350,000 Public Warrants to purchase the Company’s common stock at an exercise price of $ 11.50 per share. As of December 31, 2023 and 2022, no shares of preferred stock were issued or outstanding. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 8. SHARE-BASED COMPENSATION In June 2021, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to officers, employees, directors, consultants and service providers in order to attract, motivate and retain the talent. The 2021 Plan replaced the Company's previous stock compensation plan. All stock-based awards are measured based on the grant date fair value and are recognized on a straight-line basis in the Company’s consolidated statement of operations over the requisite service period (generally requiring a four-year vesting period). Stock Options Stock options generally vest over a four-year period and are exercisable a maximum period of ten years. A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows: Year Ended December 31, 2023 Number of Weighted Weighted Aggregate (1) (in thousands) Outstanding at beginning of year 16,876,326 $ 2.03 7.26 $ 1,135 Granted 1,293,045 1.21 Exercised ( 4,592,195 ) 0.59 Forfeited ( 3,018,603 ) 3.18 Outstanding at end of year (2) 10,558,573 $ 2.23 7.18 $ 11,774 Exercisable at end of year (2) 7,147,389 $ 2.11 6.54 $ 8,289 (1) The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 2,514,361 and 1,643,117 , respectively, of stock options that are out of the money. (2) Excludes 650,000 fully-vested stock options with an exercise price of $ 11.50 issued in June 2021 to a consultant. The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2023 was $ 0.74 per share ($ 0.88 and $ 3.81 per share for the years ended December 31, 2022 and 2021, respectively). The fair value for options granted for the years ended December 31, 2023, 2022 and 2021 was estimated on the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: Years Ended December 31, 2023 2022 2021 Dividend yield (1) 0 % 0 % 0 % Expected volatility (2) 58.63 % - 68.40 % 66.80 %- 86.13 % 65.00 %- 75.23 % Risk-free interest rate (3) 3.70 %- 4.22 % 1.76 %- 4.11 % 0.66 %- 1.39 % Expected term (years) (4) 5.23 - 6.25 5.07 - 6.25 5.27 - 6.25 (1) No dividends were paid during the years ending December 31, 2023, 2022 and 2021. (2) The expected volatility was calculated based upon historical stock price movements of the Company and similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options, as adequate historical experience is not available to provide a reasonable estimate. (3) The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. (4) The expected term of stock options granted is calculated using the simplified method for “plain vanilla” stock options awards. As of December 31, 2023, there was $ 4.8 million of total unrecognized compensation cost related to non-vested stock options that are expected to be recognized over a period of up to 4.2 years. Restricted Stock Units Restricted Stock Units ("RSUs") typically vest over a four-year period. The following table summarizes the activity for RSUs for the year ended December 31, 2023: Year Ended December 31, 2023 Number of Weighted Nonvested at beginning of year 9,127,051 $ 1.46 Granted 5,198,971 $ 1.13 Vested ( 3,190,804 ) $ 1.40 Forfeited ( 2,150,391 ) $ 1.42 Nonvested at end of year 8,984,827 $ 1.30 The total fair value of RSUs vested during the year ended December 31, 2023 was $ 5.0 million ($ 3.7 million and $ 1.1 million for the years ended December 31, 2022 and 2021, respectively) As of December 31, 2023, there was $ 11.0 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period of up to 4.2 years. The following table sets forth the total share-based compensation expense related to stock options and RSUs included in the respective components of operating expenses in the consolidated statement of operations: Year Ended December 31, (in thousands) 2023 2022 2021 Research and development, net $ 2,463 $ 2,550 $ 3,102 Clinical Operations, net 455 549 1,711 Sales and Marketing 1,722 3,090 6,089 General and administrative 3,755 5,927 16,503 Total stock-based compensation expense $ 8,395 $ 12,116 $ 27,405 The Company recognized $ 15.2 million in additional share-based compensation expense during the year ended December 31, 2021 as a result of the Business Combination. Additionally, the Company recognized $ 3.8 million in share-based compensation expense as a result of the modification of Mr. and Ms. Frank's equity awards during the year ended December 31, 2021, in connection with their departure from the Company. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 9. 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 years ended December 31, 2023, 2022 and 2021: Year Ended December 31, (in thousands except share and per share data) 2023 2022 2021 Net loss $ ( 19,182 ) $ ( 79,672 ) $ ( 62,742 ) Weighted-average shares used to compute net loss per share: Basic and diluted 165,039,920 156,885,256 86,775,948 Net loss per share: Basic and diluted $ ( 0.12 ) $ ( 0.51 ) $ ( 0.72 ) F or the year ended December 31, 2023, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 10,558,573 stock options, 8,984,827 restricted stock units, 12,780,000 Private Placement Warrants and 21,350,000 Public Warrants to purchase the Company’s common stock. F or the year ended December 31, 2022, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 17,526,326 stock options, 9,127,051 restricted stock units, 12,780,000 Private Placement Warrants and 21,350,000 Public Warrants to purchase the Company’s common stock. For the year ended December 31, 2021, the following were excluded from the calculation of diluted loss per share since each would have had an anti-dilutive effect given the Company’s net loss: 19,494,861 stock options, 2,330,094 restricted stock units, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10. TAXES ON INCOME The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions. The Company assessed its uncertain tax positions and determined that it has no uncertain tax positions at December 31, 2023. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year ended (in thousands) 2023 2022 2021 Loss before income taxes $ ( 18,964 ) $ ( 79,418 ) $ ( 62,695 ) Statutory tax rate 21 % 21 % 21 % Federal taxes ( 3,982 ) ( 16,678 ) ( 13,166 ) Increase (decrease) in effective tax rate due to: State taxes, net of federal benefit 276 ( 4,079 ) ( 2,500 ) Impairment of goodwill — 1,288 — Permanent differences 897 83 ( 1,492 ) Other Adjustments ( 373 ) ( 6,669 ) 94 Valuation allowance 3,400 26,309 17,111 Actual income taxes $ 218 $ 254 $ 47 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. ( Loss) income before taxes is attributable to the following tax jurisdictions: Year Ended (in thousands) 2023 2022 2021 U.S. operations $ ( 19,576 ) $ ( 79,788 ) $ ( 62,902 ) Foreign operations 612 370 207 $ ( 18,964 ) $ ( 79,418 ) $ ( 62,695 ) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of (in thousands) 2023 2022 Net deferred tax assets: Net operating loss carryforwards $ 70,701 $ 64,644 Stock based compensation 2,892 4,098 Fixed assets 378 375 Other 45 1,499 Total gross deferred tax assets, net 74,016 70,616 Valuation allowance ( 74,016 ) ( 70,616 ) Net deferred tax assets Deferred tax liabilities (long term): Warrants — — Net deferred tax assets $ — $ — Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. A valuation allowance is provided for deferred tax assets when it is “more likely than not” that some portion of the deferred tax asset will not be realized. Because of the Company’s recent history of operating losses, management believes the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, has provided a full valuation allowance. A valuation allowance has been recorded for the net deferred tax assets at December 31, 2023 and 2022. The Company maintains a full valuation allowance on its net deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. Management considered the Company’s cumulative loss in recent years and forecasted losses in the near term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, management determined that the negative evidence outweighed the positive evidence and that a full valuation allowance on the net deferred tax assets will be maintained. Management will continue to assess the realizability of our deferred tax assets going forward and will adjust the valuation allowance as needed. The Company’s valuation allowance increased by $ 3.4 million during the year ended December 31, 2023 primarily due to increases in its net operating loss carryforwards. At December 31, 2023, the Company has federal and state net operating loss carryovers (“NOL”) of approximately $ 282.5 million and $ 246.9 million, respectively, which are available to reduce future taxable income. The NOL carryforwards begin to expire in 2032 and may become subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 %, as defined under I.R.C. Section 382 . This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. The federal losses generated from 2018 onward do not expire. The Company is subject to U.S. federal and state and Israeli income taxes with varying statutes of limitations. The Company is not currently under examination by any income tax authority, nor has it been notified that an examination is contemplated. The Company is no longer subject to U.S. federal, state or local income tax examinations by the tax authorities for years before 2019. The Israel subsidiary tax assessments filed by the Company thr ough the year 2017 are considered closed. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities Abstract | |
Accrued Expenses and Other Current Liabilities | NOTE 11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities are comprised of the following: As of December 31, (in thousands) 2023 2022 Employee compensation $ 7,269 $ 5,290 User acquisition 1,525 2,256 Professional fees 626 543 Litigation costs — 5,500 Other 3,048 2,913 Accrued expenses and other current liabilities $ 12,468 $ 16,502 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | NOTE 12. VARIABLE INTEREST ENTITIES ("VIEs") In the second quarter of 2022, the Company completed a transition with respect to its relationship with its providers, transitioning to a structure whereby Talkspace LLC has entered into various agreements with a Texas professional association entity (Talkspace Provider Network, PA or “TPN”), which in turn contracts with our other affiliated professional entities ("PC entities"), physicians, therapists, and other licensed professionals for clinical and professional services provided to the Company's members. Talkspace LLC is party to various Management Services Agreements (“MSAs”) with TPN as well the PC entities as part of this transition. 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, helps 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 managing 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. In addition, to the extent that TPN or the PC entities lack sufficient funds to meet their obligations, the Manager may, at its sole discretion, advance funds to TPN or the PC entities to cover these obligations. Such advances would be considered loans made by Manager and should be repaid as per the terms of the management agreement. No such advances have been made by the Manager to TPN or the PC entities for years ended December 31, 2023 and 2022. The Company holds a variable interest in TPN and the PC entities. The Company evaluates whether an entity in which it has a variable interest is considered a VIE. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to direct the activities of the entity that most significantly impact the entity's economic performance through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Under the provisions of ASC 810, “Consolidation”, an entity consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company also determined that it is able to direct the activities of TPN and the PC entities that most significantly impact their economic performance and it funds and absorbs all losses of these VIEs resulting in the Company being the primary beneficiary of these entities. Accordingly, the Company consolidates these VIEs. The following table details the assets and liabilities of the VIEs as of December 31, 2023 and 2022. The assets and liabilities in the table below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation. (in thousands) December 31, 2023 December 31, 2022 ASSETS Cash and cash equivalents $ 167 $ 883 Accounts receivable 4,031 1,716 Other assets 11,493 4,813 Total Assets $ 15,691 $ 7,412 LIABILITIES Accrued expenses and other current liabilities 2,831 3,758 Total Liabilities $ 2,831 $ 3,758 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENT Share Repurchase Program On February 22, 2024, the Company announced that its Board of Directors has approved a share repurchase program which authorizes the repurchase of up to $ 15 million of the currently outstanding shares of the Company’s common stock over a period of twenty-four months beginning on March 1, 2024 (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase shares through various methods, including open market purchases and privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as price, market conditions, corporate and regulatory requirements, constraints specified in any Rule 10b5-1 trading plans, alternative investment opportunities and other business considerations. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and may be suspended or terminated at any time. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these consolidated financial statements include, but are not limited to, the recognition and disclosure of contingent liabilities, revenue recognition, stock-based compensation awards and the fair value of warrant liabilities. The Company bases its estimates on historical factors, current circumstances and the experience and judgment of management. The Company evaluates its assumptions on an ongoing basis. The Company's management believes that the estimates, judgments, and assumptions used are reasonable based on the information available at the time they are made. Estimates, by their nature, are based on judgment and available information, therefore, actual results could be materially different from these estimates. |
Consolidation | Consolidation The Company consolidates all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary. Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements. |
Financial statements in U.S. dollars | Financial statements in U.S. dollars The majority of the Company’s operations are based in the United States. Most of the Company’s revenues and costs are denominated in United States dollars (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with ASC 830, “Foreign Currency Matters”. These transactions were not material for the years ended December 31, 2023, 2022 and 2021. |
Operating Segment | Operating Segments The Company operates its business as a single segment and as one reporting unit, which is how the chief operating decision maker, the Company's Chief Executive Officer, reviews financial performance and allocates resources. |
Cash and Cash Equivalents | Cash and cash equivalents Cash equivalents are short-term, highly liquid investments that are readily convertible to cash, with original maturities of three months or less at the date a cquired. The Company’s cash and cash equivalents generally consist of bank deposits and investments in money market funds. The Company’s cash and cash equivalents are invested in major banks in the United States. Generally, these cash and cash equivalents and deposits may be redeemed upon demand. The Company deposits may exceed federally insured limits, however management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets . |
Property, Plant and Equipment | Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the average useful lives of the assets. The following table presents the average useful life used for the Company's fixed assets: Average Useful Life (years) Computers and software 3 Furniture and equipment 5 |
Internal-use Software | Internal-use Software In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platform. Software development activities generally consist of three stages (i) the preliminary project stage, (ii) the application development stage, and (iii) the post-implementation stage. Costs incurred in the preliminary project stage and post-implementation stage of software development, or maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application development stage are capitalized. The costs of significant upgrades and enhancements are capitalized, according to the criteria for each project stage discussed above, if it is probable that the expenditure will result in additional functionality. Additional functionality means that the software modifications enable the software to perform tasks that it previously was not capable of performing. Capitalized costs include employee-related costs, inclusive of non-cash stock compensation expense for employees who are directly associated with and who devote time to software projects. These costs are amortized on a straight-line basis over the estimated useful life of the software. Capitalized costs for internal-use software were immaterial for the years ending December 31, 2023 and 2022. |
Leases | Leases The Company accounts for its leases in accordance with ASC 842, "Leases". The right-of-use ("ROU") asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents an obligation to make payments based on the present value of lease payments over the lease term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease term includes options to extend or terminate the lease when it is reasonably certain these will be exercised. The Company has elected not to record operating lease ROU assets and lease liabilities for leases with an initial term of 12 months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. The Company's lease assets and liabilities were immaterial as of December 31, 2023 and 2022. |
Goodwill | Goodwill Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized, and is tested for impairment at least on an annual basis. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. For the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $ 6.1 million. No impairment charges were incurred for the years ending December 31, 2023 and 2021. |
Intangible Assets | Intangible Assets Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In cases where the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. See Note 4, "Intangible Assets, net" in the notes to the consolidated financial statements for further details. Impairment of long-lived assets and intangible assets subject to amortization, including ROU lease asset Property and equipment, intangible assets and ROU lease assets are reviewed for impairment in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators are present, management performs a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset to its carrying amount. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the asset, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges related to long-lived assets for the years ended December 31, 2023, 2022 or 2021. |
Revenue Recognition | Revenue recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, when the Company satisfies its performance obligation to perform its defined contractual obligations to provide virtual behavioral healthcare services. Revenue is recognized in an amount that reflects the consideration that the Company will be entitled in exchange for the service rendered. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that is included in the transaction price. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Through its platform, Talkspace serves: • Health insurance plans and employee assistance programs (“Payor”) who offer their insured members access to the Company's platform at in-network reimbursement rates. • Direct-to-Enterprise clients (“DTE”) who offer their enterprise members access to the Company's platform while their enterprise is under an active contract with Talkspace. • Individual subscribers (“Consumer”) who subscribe directly to the Company's platform. Payor The Company contracts with health insurance plans and employee assistance programs to provide therapy and psychiatry services to their eligible covered members. Revenue is recognized at a point in time, as virtual therapy or psychiatry sessions are rendered. The transaction price is determined based on contracted rates and includes variable consideration in the form of implicit price concessions. The Company determines the total transaction price, including an estimate of variable consideration, at contract inception and reassesses this estimate at each reporting date. The Company estimates the amount of variable consideration that is included in the transaction price primarily based on actual historical collection experience for each Payor. Revenue is presented net of implicit price concessions. Contracts include annual evergreen clauses and generally may be terminated by either party typically upon a minimum 60-day advance notice. DTE The Company contracts with enterprises to provide access to the Company's therapist platform for their enterprise members, primarily based on a per-member-per-month access fee model. To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequent resolved. The majority of the contracts typically range in length from one to three years and are generally non-cancelable during the initial contractual term. Consumer The Company also generates revenues from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to the Company's therapy platform as well as supplementary a la carte offerings directly to individual consumers through a subscription plan. The Company recognizes consumer revenues ratably over the subscription period, beginning when therapy services commence. The Company recognizes revenues from supplementary a la carte offerings at a point in time, as virtual therapy sessions are rendered. Members may cancel their subscription at any time and will receive a pro-rata refund for the subscription price. The transaction price from member subscription revenue and supplementary a la carte offerings includes variable consideration in the form of refunds. Revenue is presented net of refunds. The Company estimates the refund liability for the variable consideration portion of the transaction price primarily based on historical experience. The refund liability is recorded within the “Accrued expenses and other current liabilities” line item in the consolidated balance sheets. The refund liability was immaterial as of December 31, 2023 and 2022. Accounts Receivable Accounts receivables are stated net of credit losses allowance. The Company is exposed to credit losses primarily through its contracts with Payor and DTE clients. The Company’s methodology for estimating credit loss is based on historical collection experience, customer creditworthiness, current and future economic condition and market condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Accounts receivables are written off after all reasonable means to collect the full amount have been exhausted. Credit losses were immaterial for the years ended December 31, 2023, 2022 and 2021. Deferred Revenue The Company records deferred revenues when cash payments from customers are received in advance of the Company's performance obligations to provide services. As of December 31, 2023, deferred revenue related mainly to Consumer subscriptions. The Company expects to satisfy the majority of its performance obligations associated with deferred revenue within one year or less. |
Shared-based compensation | Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation”. Compensation costs for share-based awards are measured at the fair value on the grant date and recognized as expense using the straight-line method for service-based awards over the requisite service period. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model. The option-pricing model requires a number of assumptions, of which the most significant is the expected stock price volatility and the expected option term. Expected volatility is calculated based upon the Company's historical share price movements as well as similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate based only on the Company's share price. Expected term is calculated based on the simplified method as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value of restricted stock units is measured as the grant-date closing price of the Company’s common stock. The Company recognizes forfeitures of awards as they occur. Determination of Fair Value of our Common Stock prior to the Business Combination Due to the absence of an active market for our shares of common stock prior to the Business Combination, the grant-date fair market value of the common shares underlying stock options was historically determined by management and approved by the Company’s board of directors. Because there was no public market for the Company’s common shares, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred shares, the rights, preferences and privileges of the Company’s convertible preferred shares relative to those of the Company’s common shares, actual operating results, financial performance and the lack of marketability of the Company’s common shares. Employee Benefit Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to participate in the plan. The Company contributes 100 % of eligible employee’s elective deferral up to 4 % of eligible earnings. The Company's matching contributions to participants’ accounts were immaterial for the years ended December 31, 2023, 2022 and 2021. |
Fair Value of Financial Instruments | Fair value of financial instruments 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 used to measure fair value to the extent that relevant observable inputs are not available. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity's own data, taking into account all information about market participant assumptions that is reasonably available. Three levels of inputs may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. |
Income Tax | Income taxes The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying consolidated financial statements. The Company follows the provisions in ASC 740 and the guidance related to accounting for uncertainty in income taxes. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company does not provide deferred tax liabilities when it intends to reinvest earnings of a foreign subsidiary indefinitely or if distributed, no tax liability will be imposed. Undistributed earnings of a foreign subsidiary and unrecognized deferred tax liability related to such earnings are immaterial as of December 31, 2023. As of December 31, 2023 and 2022 the Company did no t record any provision for uncertain tax positions. The Company does not anticipate that the assessment will significantly increase or decrease within the next 12 months. No accrued interest or penalties were accrued as of December 31, 2023 and 2022. |
Net loss per share | Net loss per share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of shares of common stock are anti-dilutive. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Depreciation Of Property Plant Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the average useful lives of the assets. The following table presents the average useful life used for the Company's fixed assets: Average Useful Life (years) Computers and software 3 Furniture and equipment 5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Revenue Source | Year Ended December 31, (in thousands) 2023 2022 2021 Revenues from sales to unaffiliated customers: Payor $ 80,823 $ 36,168 $ 22,272 DTE 33,614 28,241 $ 16,642 Consumer 35,608 55,158 74,757 Total $ 150,045 $ 119,567 $ 113,671 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are comprised of the following: As of December 31, (in thousands) 2023 2022 Intangible assets with finite lives: Acquired technology $ 3,201 $ 3,201 Customer relationship 1,350 1,350 Non-Competition agreement 939 939 5,490 5,490 Accumulated amortization: Acquired technology 1,415 968 Customer relationship 1,350 1,350 Non-Competition agreement 939 643 3,704 2,961 Intangible assets, net $ 1,786 $ 2,529 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization that will be charged to expense over the remaining life of the acquired technology intangible asset as of December 31, 2023 is as follows: December 31, In thousands 2024 $ 446 2025 446 2026 446 2027 448 $ 1,786 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Table] | |
Schedule of Determining the Fair Value Assumptions of Private Placement Warrants | The fair value for options granted for the years ended December 31, 2023, 2022 and 2021 was estimated on the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: Years Ended December 31, 2023 2022 2021 Dividend yield (1) 0 % 0 % 0 % Expected volatility (2) 58.63 % - 68.40 % 66.80 %- 86.13 % 65.00 %- 75.23 % Risk-free interest rate (3) 3.70 %- 4.22 % 1.76 %- 4.11 % 0.66 %- 1.39 % Expected term (years) (4) 5.23 - 6.25 5.07 - 6.25 5.27 - 6.25 (1) No dividends were paid during the years ending December 31, 2023, 2022 and 2021. (2) The expected volatility was calculated based upon historical stock price movements of the Company and similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options, as adequate historical experience is not available to provide a reasonable estimate. (3) The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. (4) The expected term of stock options granted is calculated using the simplified method for “plain vanilla” stock options awards. |
Schedule of Assets and Liabilities, Recorded at Fair Value | Assets and Liabilities Measured at Fair Value The Company's assets and liabilities, recorded at fair value on a recurring basis, as of December 31, 2023 and 2022, have been categorized based upon the fair value hierarchy as follows: Fair Value Measurements as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash $ 1,078 $ — $ — $ 1,078 Cash equivalents Money market funds 122,830 — — 122,830 Total cash and cash equivalents $ 123,908 $ — $ — $ 123,908 Liabilities Private Placement Warrants — — 1,842 1,842 Total Warrant Liabilities $ — $ — $ 1,842 $ 1,842 Fair Value Measurements as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Assets Cash $ 118,038 $ — $ — $ 118,038 Cash equivalents Money market funds 20,507 — — 20,507 Total cash and cash equivalents $ 138,545 $ — $ — $ 138,545 Liabilities Private Placement Warrants — — 939 939 Total Warrant Liabilities $ — $ — $ 939 $ 939 |
Private Placement Warrant [Member] | |
Class of Warrant or Right [Table] | |
Schedule of Determining the Fair Value Assumptions of Private Placement Warrants | T he following were the inputs utilized in determining the fair value of the Private Placement Warrants as of December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Dividend yield (1) 0 % 0 % Expected volatility (2) 61.10 % 93.00 % Risk-free interest rate (3) 4.13 % 4.17 % Time to maturity (years) 2.47 3.47 (1) N o dividends were paid for the years ending December 31, 2023 and 202 2 . (2) T he expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date . (3) T he risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants . |
Summary of Warrants | The following table presents changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2023 and 2022: Level 3 Liabilities Year Ended December 31, 2023 (in thousands) Beginning Balance Change in Fair Value Ending Balance Private Placement Warrants $ 939 $ 903 $ 1,842 Level 3 Liabilities Year Ended December 31, 2022 (in thousands) Beginning Balance Change in fair Value Ending Balance Private Placement Warrants $ 4,070 $ ( 3,131 ) $ 939 |
Share-Based Compensation (Table
Share-Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under 2021 Plan | A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows: Year Ended December 31, 2023 Number of Weighted Weighted Aggregate (1) (in thousands) Outstanding at beginning of year 16,876,326 $ 2.03 7.26 $ 1,135 Granted 1,293,045 1.21 Exercised ( 4,592,195 ) 0.59 Forfeited ( 3,018,603 ) 3.18 Outstanding at end of year (2) 10,558,573 $ 2.23 7.18 $ 11,774 Exercisable at end of year (2) 7,147,389 $ 2.11 6.54 $ 8,289 (1) The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 2,514,361 and 1,643,117 , respectively, of stock options that are out of the money. (2) Excludes 650,000 fully-vested stock options with an exercise price of $ 11.50 issued in June 2021 to a consultant. |
Summary of Fair Value of Option Granted Share-based Payment Award Stock Options Valuation Assumptions | The fair value for options granted for the years ended December 31, 2023, 2022 and 2021 was estimated on the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions: Years Ended December 31, 2023 2022 2021 Dividend yield (1) 0 % 0 % 0 % Expected volatility (2) 58.63 % - 68.40 % 66.80 %- 86.13 % 65.00 %- 75.23 % Risk-free interest rate (3) 3.70 %- 4.22 % 1.76 %- 4.11 % 0.66 %- 1.39 % Expected term (years) (4) 5.23 - 6.25 5.07 - 6.25 5.27 - 6.25 (1) No dividends were paid during the years ending December 31, 2023, 2022 and 2021. (2) The expected volatility was calculated based upon historical stock price movements of the Company and similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options, as adequate historical experience is not available to provide a reasonable estimate. (3) The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. (4) The expected term of stock options granted is calculated using the simplified method for “plain vanilla” stock options awards. |
Summary of Stock Option Activity Under Restricted Stock Units | The following table summarizes the activity for RSUs for the year ended December 31, 2023: Year Ended December 31, 2023 Number of Weighted Nonvested at beginning of year 9,127,051 $ 1.46 Granted 5,198,971 $ 1.13 Vested ( 3,190,804 ) $ 1.40 Forfeited ( 2,150,391 ) $ 1.42 Nonvested at end of year 8,984,827 $ 1.30 |
Summary of Stock-Based Compensation Expense | The following table sets forth the total share-based compensation expense related to stock options and RSUs included in the respective components of operating expenses in the consolidated statement of operations: Year Ended December 31, (in thousands) 2023 2022 2021 Research and development, net $ 2,463 $ 2,550 $ 3,102 Clinical Operations, net 455 549 1,711 Sales and Marketing 1,722 3,090 6,089 General and administrative 3,755 5,927 16,503 Total stock-based compensation expense $ 8,395 $ 12,116 $ 27,405 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023, 2022 and 2021: Year Ended December 31, (in thousands except share and per share data) 2023 2022 2021 Net loss $ ( 19,182 ) $ ( 79,672 ) $ ( 62,742 ) Weighted-average shares used to compute net loss per share: Basic and diluted 165,039,920 156,885,256 86,775,948 Net loss per share: Basic and diluted $ ( 0.12 ) $ ( 0.51 ) $ ( 0.72 ) |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Effective Tax Rate and Statutory Income Tax Rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year ended (in thousands) 2023 2022 2021 Loss before income taxes $ ( 18,964 ) $ ( 79,418 ) $ ( 62,695 ) Statutory tax rate 21 % 21 % 21 % Federal taxes ( 3,982 ) ( 16,678 ) ( 13,166 ) Increase (decrease) in effective tax rate due to: State taxes, net of federal benefit 276 ( 4,079 ) ( 2,500 ) Impairment of goodwill — 1,288 — Permanent differences 897 83 ( 1,492 ) Other Adjustments ( 373 ) ( 6,669 ) 94 Valuation allowance 3,400 26,309 17,111 Actual income taxes $ 218 $ 254 $ 47 |
Summary of Income Before Income Taxes | Loss) income before taxes is attributable to the following tax jurisdictions: Year Ended (in thousands) 2023 2022 2021 U.S. operations $ ( 19,576 ) $ ( 79,788 ) $ ( 62,902 ) Foreign operations 612 370 207 $ ( 18,964 ) $ ( 79,418 ) $ ( 62,695 ) |
Summary of Deferred Tax Assets | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of (in thousands) 2023 2022 Net deferred tax assets: Net operating loss carryforwards $ 70,701 $ 64,644 Stock based compensation 2,892 4,098 Fixed assets 378 375 Other 45 1,499 Total gross deferred tax assets, net 74,016 70,616 Valuation allowance ( 74,016 ) ( 70,616 ) Net deferred tax assets Deferred tax liabilities (long term): Warrants — — Net deferred tax assets $ — $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: As of December 31, (in thousands) 2023 2022 Employee compensation $ 7,269 $ 5,290 User acquisition 1,525 2,256 Professional fees 626 543 Litigation costs — 5,500 Other 3,048 2,913 Accrued expenses and other current liabilities $ 12,468 $ 16,502 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
VariableInterestEntityDisclosureAbstract | |
Assets and liabilities of the Company's consolidated VIE | The following table details the assets and liabilities of the VIEs as of December 31, 2023 and 2022. The assets and liabilities in the table below are presented prior to consolidation and thus a portion of these assets and liabilities are eliminated in consolidation. (in thousands) December 31, 2023 December 31, 2022 ASSETS Cash and cash equivalents $ 167 $ 883 Accounts receivable 4,031 1,716 Other assets 11,493 4,813 Total Assets $ 15,691 $ 7,412 LIABILITIES Accrued expenses and other current liabilities 2,831 3,758 Total Liabilities $ 2,831 $ 3,758 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment Age | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of operating segments | Segment | 1 | ||
Cash equivalents, Maturity terms | 3 months | ||
Goodwill impairment charge | $ 0 | $ 6,134,000 | $ 0 |
Provision for uncertain tax positions | 0 | 0 | |
Accrued interest or penalties | 0 | 0 | |
impairment charge | $ 0 | $ 6,100,000 | $ 0 |
Eligible age | Age | 21 | ||
Eligible employee's contribution | 100% | ||
Maximum | |||
Eligible earnings | 4% | ||
Customer Concentration Risk [Member] | No Customer [Member] | Maximum | |||
Concentration of credit risk percentage | 10% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Maximum | |||
Concentration of credit risk percentage | 10% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Summary Of Depreciation Of Property Plant Equipment (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Computer Equipment | |
Schedule Of Depreciation Of Property Plant Equipment [Line Items] | |
Property Plant And Equipment Annual Depreciation Rate | 3% |
Electronic Equipment | |
Schedule Of Depreciation Of Property Plant Equipment [Line Items] | |
Property Plant And Equipment Annual Depreciation Rate | 5% |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | |||
Common stock, shares outstanding | 168,428,856 | 161,155,030 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Preferred stock, shares authorized | 100,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | ||
Warrant liabilities | $ 1,842 | $ 939 | ||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 168,428,856 | 161,155,030 | 152,862,447 | 13,413,431 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue by Revenue Source (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from sales to unaffiliated customers: | |||
Total Revenue | $ 150,045 | $ 119,567 | $ 113,671 |
Payor | |||
Revenues from sales to unaffiliated customers: | |||
Total Revenue | 80,823 | 36,168 | 22,272 |
DTE | |||
Revenues from sales to unaffiliated customers: | |||
Total Revenue | 33,614 | 28,241 | 16,642 |
Consumer | |||
Revenues from sales to unaffiliated customers: | |||
Total Revenue | $ 35,608 | $ 55,158 | $ 74,757 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Accounts Receivable, net | $ 10,174 | $ 9,640 | |
Deferred Revenue | $ 800 | $ 6,200 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
accounts receivable balance | 10% | ||
Customer Concentration Risk [Member] | No Customer [Member] | Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
accounts receivable balance | 10% | ||
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Disaggregation of Revenue [Line Items] | |||
accounts receivable balance | 10% | ||
Customer Two [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
accounts receivable balance | 10% | 10% | |
DTE | Accounts Receivable [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Accounts Receivable, net | $ 7,800 | $ 7,400 | |
Payor | |||
Disaggregation of Revenue [Line Items] | |||
Accounts Receivable, net | $ 2,400 | $ 2,200 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets with finite lives: | ||
Acquired technology | $ 5,490 | $ 5,490 |
Accumulated amortization: | ||
Acquired technology | 3,704 | 2,961 |
Intangible assets, net | 1,786 | 2,529 |
Acquired technology [Member] | ||
Intangible assets with finite lives: | ||
Acquired technology | 3,201 | 3,201 |
Accumulated amortization: | ||
Acquired technology | 1,415 | 968 |
Customer relationship [Member] | ||
Intangible assets with finite lives: | ||
Acquired technology | 1,350 | 1,350 |
Accumulated amortization: | ||
Acquired technology | 1,350 | 1,350 |
Non-competition agreements [Member] | ||
Intangible assets with finite lives: | ||
Acquired technology | 939 | 939 |
Accumulated amortization: | ||
Acquired technology | $ 939 | $ 643 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Amortization of Intangible Assets | $ 0.7 | $ 0.9 | $ 1.8 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Future Amortization Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
2024 | $ 446 | |
2025 | 446 | |
2026 | 446 | |
2027 | 448 | |
Intangible assets, net | $ 1,786 | $ 2,529 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | |
Private Placement Warrant [Member] | |||
Expected volatility | [1] | 61.10% | 93% |
Class of Warrant or Right, Outstanding | 12,780,000 | 12,780,000 | |
[1] T he expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date . |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of determining the fair value assumptions of the private placement warrants (Details) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Class of Warrant or Right [Line Items] | ||||
Dividend yield | [1] | 0% | 0% | 0% |
Private Placement Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Dividend yield | [2] | 0% | 0% | |
Expected volatility | [3] | 61.10% | 93% | |
Risk Free Interest Rate | [4] | 4.13% | 4.17% | |
Time to maturity (years) | 2 years 5 months 19 days | 3 years 5 months 19 days | ||
[1] No dividends were paid during the years ending December 31, 2023, 2022 and 2021. N o dividends were paid for the years ending December 31, 2023 and 202 2 T he expected volatility is based on the volatility implied by backsolving to the Public Warrants' price as of the valuation date . T he risk -free interest rate is based on the yield from U.S. Treasury bonds with an equivalent term to the time to maturity of the warrants . |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities, Recorded at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Recurring [Member] | |||
ASSETS | |||
Cash | $ 1,078 | $ 118,038 | |
Money market funds | 122,830 | 20,507 | |
Total cash and cash equivalents | 123,908 | 138,545 | |
LIABILITIES | |||
Total Warrant Liabilities | 1,842 | 939 | |
Fair Value, Recurring [Member] | Private Placement Warrant [Member] | |||
LIABILITIES | |||
Total Warrant Liabilities | 1,842 | 939 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||
ASSETS | |||
Cash | 1,078 | 118,038 | |
Money market funds | 122,830 | 20,507 | |
Total cash and cash equivalents | 123,908 | 138,545 | |
LIABILITIES | |||
Total Warrant Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrant [Member] | |||
LIABILITIES | |||
Total Warrant Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | |||
ASSETS | |||
Cash | 0 | 0 | |
Money market funds | 0 | 0 | |
Total cash and cash equivalents | 0 | 0 | |
LIABILITIES | |||
Total Warrant Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrant [Member] | |||
LIABILITIES | |||
Total Warrant Liabilities | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrant [Member] | |||
LIABILITIES | |||
Total Warrant Liabilities | 1,842 | 939 | $ 4,070 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
ASSETS | |||
Cash | 0 | 0 | |
Money market funds | 0 | 0 | |
Total cash and cash equivalents | 0 | 0 | |
LIABILITIES | |||
Total Warrant Liabilities | 1,842 | 939 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrant [Member] | |||
LIABILITIES | |||
Total Warrant Liabilities | $ 1,842 | $ 939 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of warrants (Detail) - Private Placement Warrants - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Fair value as of beginning | $ 939 | $ 4,070 |
Change in value | 903 | (3,131) |
Fair value as of ending | $ 1,842 | $ 939 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Line Of Credit Facility [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred Stock, Shares Authorized | 100,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 |
Public Warrant [Member] | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 21,350,000 | 21,350,000 |
Private Placement Warrants | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 12,780,000 | 12,780,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 314 | $ 677 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation cost, non-vested options | $ 4,800 | ||
Unrecognized compensation cost non-vested options to be recognized, period | 4 years 2 months 12 days | ||
Share based compensation expense | $ 8,395 | $ 12,116 | $ 27,405 |
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 1.13 | ||
Unrecognized compensation cost, non-vested options | $ 11,000 | ||
Unrecognized compensation cost non-vested options to be recognized, period | 4 years 2 months 12 days | ||
Share-based compensation, vesting period | 4 years | ||
Fair value of RSUs vested | $ 5,000 | $ 3,700 | $ 1,100 |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 0.74 | $ 0.88 | $ 3.81 |
Additional stock compensation expense related to modification of stock options as a result of the Business Combination | $ 15,200 | ||
Mr. and Ms. Frank [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense | $ 3,800 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity Under 2021 Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Payment Arrangement, Disclosure [Abstract] | ||||
Number of options, Outstanding at the beginning of the period | 16,876,326 | |||
Stock option award granted | 1,293,045 | |||
Exercise of stock options, share | (4,592,195) | |||
Number of options, Forfeited | (3,018,603) | |||
Number of options, Outstanding at the end of the period | 10,558,573 | [1] | 16,876,326 | |
Number of options, Exercisable at the end of the period | [1] | 7,147,389 | ||
Weighted average exercise price, Outstanding at the beginning of the period | $ 2.03 | |||
Weighted average exercise price, Granted | 1.21 | |||
Weighted average exercise price, Exercised | 0.59 | |||
Weighted average exercise price, Forfeited | 3.18 | |||
Weighted average exercise price, Outstanding at the end of the period | 2.23 | [1] | $ 2.03 | |
Weighted average exercise price, Exercisable at the end of the period | [1] | $ 2.11 | ||
Weighted average remaining contractual term (in years) | 7 years 2 months 4 days | [1] | 7 years 3 months 3 days | |
Weighted average remaining contractual term (in years) Exercisable at the end of the period | [1] | 6 years 6 months 14 days | ||
Aggregate intrinsic value, Outstanding | [2] | $ 11,774 | [1] | $ 1,135 |
Aggregate intrinsic value, Exercisable at the end of the period | [1],[2] | $ 8,289 | ||
[1] Excludes 650,000 fully-vested stock options with an exercise price of $ 11.50 issued in June 2021 to a consultant. The aggregate intrinsic value of options outstanding at end of the year and options exercisable at end of the year does not include 2,514,361 and 1,643,117 , respectively, of stock options that are out of the money. |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity Under 2021 Plan (Detail) (Parenthetical) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares excluded from aggregate intrinsic value of options outstanding | 2,514,361 | |
Number of shares excluded from options exercisable aggregate intrinsic value | 1,643,117 | |
Fully-vested options | $ 650,000 | |
Exercise price | $ 11.5 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Fair Value of Option Granted Using Black-Scholes-Merton Option Pricing Model with Assumptions (Detail) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividend yield | [1] | 0% | 0% | 0% |
Expected volatility rate, minimum | [2] | 58.63% | 66.80% | 65% |
Expected volatility rate, maximum | [2] | 68.40% | 86.13% | 75.23% |
Risk free interest rate, minimum | [3] | 3.70% | 1.76% | 0.66% |
Risk free interest rate, maximum | [3] | 4.22% | 4.11% | 1.39% |
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (years) | [4] | 5 years 2 months 23 days | 5 years 25 days | 5 years 3 months 7 days |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (years) | [4] | 6 years 3 months | 6 years 3 months | 6 years 3 months |
[1] No dividends were paid during the years ending December 31, 2023, 2022 and 2021. The expected volatility was calculated based upon historical stock price movements of the Company and similar publicly traded peer companies over the most recent periods ending on the grant date, equal to the expected term of the options, as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The expected term of stock options granted is calculated using the simplified method for “plain vanilla” stock options awards. |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Restricted Stock Units Activity (Detail) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 1,293,045 |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Nonvested at beginning of year | 9,127,051 |
Granted | 5,198,971 |
Vested | (3,190,804) |
Forfeited | (2,150,391) |
Nonvested at end of year | 8,984,827 |
Weighted average fair value, beginning balance | $ / shares | $ 1.46 |
Weighted average grant date fair value, granted | $ / shares | 1.13 |
Weighted average grant date fair value, vested | $ / shares | 1.4 |
Weighted average grant date fair value, forfeited | $ / shares | 1.42 |
Weighted average fair value, ending balance | $ / shares | $ 1.3 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation expense | $ 8,395 | $ 12,116 | $ 27,405 |
Research and development, net | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation expense | 2,463 | 2,550 | 3,102 |
Clinical Operations | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation expense | 455 | 549 | 1,711 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation expense | 1,722 | 3,090 | 6,089 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation expense | $ 3,755 | $ 5,927 | $ 16,503 |
Net Loss Per Share - Schedule o
Net 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (19,182) | $ (79,672) | $ (62,742) |
Denominator: | |||
Weighted average number of common shares used in computing basic net loss per share | 165,039,920 | 156,885,256 | 86,775,948 |
Weighted average number of common shares used in computing diluted net loss per share | 165,039,920 | 156,885,256 | 86,775,948 |
Net loss per share: Basic | $ (0.12) | $ (0.51) | $ (0.72) |
Net loss per share: Diluted | $ (0.12) | $ (0.51) | $ (0.72) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 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 Computation of Earnings Per Share, Amount | 21,350,000 | 21,350,000 | 21,350,000 |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,558,573 | 17,526,326 | 19,494,861 |
Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,984,827 | 9,127,051 | 2,330,094 |
Taxes on Income - Summary Of Re
Taxes on Income - Summary Of Reconciliation Of Effective Tax Rate And Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Loss before income taxes | $ (18,964) | $ (79,418) | $ (62,695) |
Statutory tax rate | 21% | 21% | 21% |
Federal taxes | $ (3,982) | $ (16,678) | $ (13,166) |
Increase (decrease) in effective tax rate due to: | |||
State taxes, net of federal benefit | 276 | (4,079) | (2,500) |
Impairment of goodwill | 0 | 1,288 | 0 |
Permanent differences | 897 | 83 | (1,492) |
Other Adjustments | (373) | (6,669) | 94 |
Valuation Allowance | 3,400 | 26,309 | 17,111 |
Actual income taxes | $ 218 | $ 254 | $ 47 |
Taxes on Income - Summary of In
Taxes on Income - Summary of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (19,576) | $ (79,788) | $ (62,902) |
Foreign | 612 | 370 | 207 |
Loss before taxes on income | $ (18,964) | $ (79,418) | $ (62,695) |
Taxes on Income - Summary of De
Taxes on Income - Summary of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforwards | $ 70,701 | $ 64,644 |
Stock based compensation | 2,892 | 4,098 |
Fixed assets | 378 | 375 |
Other | 45 | 1,499 |
Total gross deferred tax assets, net | 74,016 | 70,616 |
Valuation allowance | (74,016) | (70,616) |
Warrants | 0 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Taxes on Income -Additional Inf
Taxes on Income -Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards, Limitations on Use | The NOL carryforwards begin to expire in 2032 and may become subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under I.R.C. Section 382 |
Increase in valuation allowance | $ 3.4 |
Operating Loss Carry forwards Percentage | 50% |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 282.5 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 246.9 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expense and Other Current Liabilities [Abstract] | ||
Litigation costs | $ 0 | $ 5,500 |
Employee compensation | 7,269 | 5,290 |
User acquisition | 1,525 | 2,256 |
Professional fees | 626 | 543 |
Other | 3,048 | 2,913 |
Accrued expenses and other current liabilities | $ 12,468 | $ 16,502 |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Recourse [Member] | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity, Financial or Other Support, Reasons | The Company holds a variable interest in TPN and the PC entities. The Company evaluates whether an entity in which it has a variable interest is considered a VIE. VIEs are generally entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to direct the activities of the entity that most significantly impact the entity's economic performance through voting rights and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). |
Variable Interest Entities - As
Variable Interest Entities - Assets and liabilities of the VIEs (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 123,908 | $ 138,545 |
Accounts receivable, net | 10,174 | 9,640 |
Total assets | 142,221 | 156,254 |
LIABILITIES | ||
Accrued expenses and other current liabilities | 12,468 | 16,502 |
Variable Interest Entity [Member] | ||
ASSETS | ||
Cash and cash equivalents | 167 | 883 |
Accounts receivable, net | 4,031 | 1,716 |
Other Assets | 11,493 | 4,813 |
Total assets | 15,691 | 7,412 |
LIABILITIES | ||
Accrued expenses and other current liabilities | 2,831 | 3,758 |
Total Liabilities | $ 2,831 | $ 3,758 |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - Subsequent Event [Member] - Share Repurchase Program [Member] $ in Millions | Feb. 22, 2024 USD ($) |
Subsequent Event [Line Items] | |
Stock Repurchase Program, Authorized Share Repurchase Amount | $ 15 |
Stock Repurchase Program, Duration | 24 months |
Repurchase Agreement, Date of Repurchase | Mar. 01, 2024 |