UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~August 185, 2025

Talkspace, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-39314	84-4636604
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


622 Third Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

(212) 284-7206

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	TALK	Nasdaq Global Select Market
Warrants to purchase common stock	TALKW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 52.0702. SUBMISSIONResults OFof MATTERSOperations TOand AFinancial VOTE OF SECURITY HOLDERSCondition.

~~At the 2025 Annual Meeting of Stockholders of~~ Talkspace, Inc. (the “Company”), ~~held~~issued ona ~~June~~press ~~18,~~release ~~2025,~~on ~~the~~August ~~Company’s stockholders: (i) elected Jon Cohen~~5, ~~Erez~~2025 ~~Shachar,~~announcing ~~and~~its ~~Madhu~~financial ~~Pawar~~results tofor ~~serve as Class I directors until~~ the ~~2028~~quarter ~~annual~~ended ~~meeting~~June ~~of the stockholders or until their respective successors shall have been duly elected and qualified~~30, ~~(ii)~~2025. ~~ratified~~A ~~the~~copy ~~appointment~~ of ~~Kost Forer Gabbay & Kasierer, a member of EY Global, as~~ the ~~Company’s~~press ~~independent~~release ~~auditors~~issued ~~for~~in ~~the~~connection ~~fiscal~~with ~~year~~this ~~ending~~announcement ~~December~~is ~~31,~~furnished ~~2025;~~as ~~and~~Exhibit ~~(iii)~~99.1 ~~approved,~~attached ~~on an advisory basis, the compensation of the Company’s named executive officers~~hereto.

~~Further~~The information ~~regarding~~in ~~all~~this ofItem ~~these~~2.02, ~~proposals~~including isthe ~~set~~information ~~forth~~contained in ~~the~~Exhibit ~~Company’s~~99.1 ~~definitive~~of ~~proxy~~this ~~statement~~Current Report on ~~Schedule~~Form ~~14A~~8-K, ~~filed~~is ~~with~~being ~~the~~furnished ~~Securities~~hereby and ~~Exchange~~shall ~~Commission~~not onbe ~~April~~deemed ~~30,~~to ~~2025.~~be ~~The~~“filed” ~~total~~for ~~number~~the purposes of ~~shares~~Section 18 of ~~common~~the ~~stock~~Securities ~~entitled~~Exchange toAct ~~vote~~of at1934 (the ~~2025~~“Exchange ~~Annual~~Act”), ~~Meeting~~or ~~was~~otherwise ~~167,368,089,~~subject to the liabilities of ~~which~~such ~~131~~section,~~741,246~~ ~~shares,~~nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or ~~78.71%~~the Exchange Act, ~~were~~except ~~represented~~as ~~online~~shall orbe expressly set forth by ~~proxy,~~specific ~~constituting~~reference in such a ~~quorum~~filing.

TheItem Company’s7.01. independentRegulation inspectorFD of elections reported the vote of the stockholders as follows:Disclosure.

~~Proposal~~On 1August 5, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended June 30, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. ToThe ~~elect~~Slides ~~Jon~~are ~~Cohen~~furnished as Exhibit 99.2. The Company may use the Slides, ~~Erez~~in ~~Shachar~~whole or in part, and ~~Madhu~~possibly ~~Pawar~~with tominor ~~serve~~modifications, asin ~~Class~~connection Iwith ~~directors~~presentations ~~until~~to ~~the~~investors ~~2028~~after ~~annual~~such ~~meeting:~~date.

Name	For	Withheld	Abstain	Broker Non-Votes
Jon Cohen	77,659,578	2,385,222	-	51,696,446
Erez Shachar	50,053,799	29,991,001	-	51,696,446
Madhu Pawar	75,374,128	4,670,672	-	51,696,446

The information contained in the Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

~~Proposal~~This 2:information Toin ~~ratify~~this Item 7.01, including the ~~audit~~information ~~committee’s~~contained ~~selection~~in Exhibit 99.2 of ~~Kost~~this ~~Forer~~Current ~~Gabbay~~Report &on ~~Kasierer~~Form 8-K, ais ~~member~~being furnished hereby and shall not be deemed to be “filed” for purposes of EYSection ~~Global~~18 of the Exchange Act, asor otherwise subject to the ~~Company’s~~liabilities ~~independent~~of ~~auditors~~such ~~for~~section, nor shall such information be deemed incorporated by reference in any filing under the ~~fiscal~~Securities ~~year~~Act ~~ending~~or ~~December~~the 31Exchange Act, ~~2025:~~except as shall be expressly set forth by specific reference in such a filing.

For		Against		Abstain		Broker Non-Votes
131,516,822		202,317		22,107		-

Item 9.01. Financial Statements and Exhibits.

~~Proposal~~(d) ~~3: To approve, on an advisory basis, the compensation of the Company’s named executive officers:~~Exhibits

For	Against	Abstain	Broker Non-Votes
ExhibitNumber	Description
73,239,190	6,761,066	44,544	51,696,446
99.1	Press Release issued by Talkspace, Inc. dated August 5, 2025.
99.2	Supplementary Slides: Talkspace, Inc. 2025 Second Quarter Earnings Presentation dated August 5, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

			Talkspace, Inc.
Date:	~~June~~August 235, 2025	By:	/s/ Ian Harris
			Ian HarrisChief Financial Officer

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