Talkspace Inc-A 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File Number001-39314 TALKSPACE, INC. Registrant’s telephone number, including area code: (212)284-7206 Securities registered pursuant to Section 12(b) of the Act: TALKTALKW Common stock, par value $0.0001 per shareWarrants to purchase common stock The NASDAQ Stock Market LLCThe NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: Not Applicable(Title of class) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Table of Contents Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES☐NO☒ Theaggregate market value of the voting common stock held by non-affiliates of the Company on June 30, 2024 was $326.2million based on the per share closing price of the Company's common stock on June 30, 2024 of $2.30. The number of shares of common stock outstanding on March 10, 2025 was168,437,252. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed by the Companypursuant to Regulation 14A are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent statedherein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Company's fiscalyear ended December 31, 2024. PCAOB ID:1281Auditor Name:Kost Forer Gabbay & Kasierer, a member ofEY GlobalAuditor Location:Tel-Aviv, Israel Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities42Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk54Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B.Other Information82Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82 PART III Item 10.Directors, Executive Officers and Corporate Governance83Item 11.Executive Compensation83Item 12.Security Ownership of Certain Beneficia