As filed with the Securities and Exchange Commission on March 4, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TALKSPACE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 84-4636604 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Address Not Applicable
(212) 284-7204
(Address of principal executive offices) (Zip code)
TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN
TALKSPACE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
CT Corporation System
28 Liberty Street
New York, New York 10005
(Name and address of agent for service)
(877) 467-3525
(Telephone number, including area code, of agent for service)
Copies to:
| Marc D. Jaffe, Esq. | John C. Reilly | |
| Rachel W. Sheridan, Esq. | General Counsel | |
| Latham & Watkins LLP | Talkspace, Inc. | |
| 1271 Avenue of the Americas | Address Not Applicable | |
| New York, New York 10020 | ||
| (212) 906-1200 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☒ | Accelerated filer ☐ | |||
| Non-accelerated filer ☐ | Smaller reporting company ☐ | |||
| Emerging growth company ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 7,642,436 shares of Talkspace, Inc.’s (the “Registrant”) common stock to be issued pursuant to the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 1,528,487 shares of the Registrant’s common stock to be issued pursuant to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the 2021 Plan and, the “Plans”) and for which a Registration Statement of the Registrant on Form S-8 relating to the Plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-259165), filed with the Securities and Exchange Commission, relating to the Plans, are incorporated herein by reference.
| Item 8. | Exhibits |
The following documents are filed as exhibits to this Registration Statement.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 4, 2022.
| TALKSPACE, INC. | ||
| By: | /s/ Douglas Braunstein | |
| Douglas Braunstein | ||
| Interim Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of Douglas Braunstein and Jennifer Fulk, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Douglas Braunstein | Interim Chief Executive Officer, Chairman and Director (Principal Executive Officer) | March 4, 2022 | ||
| Douglas Braunstein | ||||
/s/ Jennifer Fulk | Chief Financial Officer (Principal Financial and Accounting Officer) | March 4, 2022 | ||
| Jennifer Fulk | ||||
/s/ Jeffrey M. Crowe | Director | March 4, 2022 | ||
| Jeffrey M. Crowe | ||||
/s/ Erez Shachar | Director | March 4, 2022 | ||
| Erez Shachar | ||||
/s/ Curtis Warfield | Director | March 4, 2022 | ||
| Curtis Warfield | ||||
/s/ Jacqueline Yeaney | Director | March 4, 2022 | ||
| Jacqueline Yeaney | ||||
/s/ Charles Berg | Director | March 4, 2022 | ||
| Charles Berg | ||||
/s/ Madhu Pawar | Director | March 4, 2022 | ||
| Madhu Pawar | ||||
