As filed with the Securities and Exchange Commission on March 24, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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TALKSPACE, INC.

(Exact name of Registrant as specified in its charter)

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622 Third Avenue

 New York, NY  10017

(212) 284-7204

(Address of principal executive offices) (Zip code)

 

TALKSPACE, INC. 2021 INCENTIVE AWARD PLAN

(Full title of the plan)

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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)

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Copies to:

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 ☐

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EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 8,057,752 shares of common stock of Talkspace, Inc. (the “Registrant” or the “Company”), par value $0.0001 per share (the “Common Stock”) to be issued pursuant to the Talkspace, Inc. 2021 Incentive Award Plan (the “2021 Plan”) for which a registration statement on Form S-8 relating to the 2021 Plan 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 United States Securities and Exchange Commission (the “Commission”) on August 30, 2021, and the registration statement on Form S-8 (File No. 333-263329) filed with the Commission on March 7, 2022, relating to the 2021 Plan, are incorporated herein by reference.

 

The following documents are filed as exhibits to this Registration Statement.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 24, 2023.

 

	TALKSPACE, INC.
	By:	/s/ Jon R. Cohen
		Jon R. Cohen
		Chief Executive Officer

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each Jon R. Cohen 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 of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.