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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):
August 17, 2026
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) |
|
(IRS 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 filing 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 |
|
TALK |
|
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.
Introductory Note.
On August 17, 2026 (the “Closing Date”),
Talkspace, Inc., a Delaware corporation (the “Company”), completed the previously announced merger of UHS Merger Subsidiary,
Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Universal Health Services, Inc.,
a Delaware corporation (“Parent”), with and into the Company (the “Merger”), with the Company continuing
as the surviving corporation and an indirect wholly owned subsidiary of Parent. The Merger was effected pursuant to the Agreement and
Plan of Merger, dated as of March 9, 2026 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company,
as previously disclosed by the Company on March 9, 2026 in a Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”).
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Merger Agreement
On the Closing Date, pursuant to and in accordance
with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned
subsidiary of Parent.
At the effective time of the Merger (the “Effective
Time”), each outstanding share of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”)
(other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement and shares with respect to which appraisal
rights were properly exercised and not withdrawn under Delaware law), was automatically converted into the right to receive $5.25 in cash,
without interest (the “Merger Consideration”).
In addition, as of
the Effective Time, each stock option granted under the Company’s equity incentive plans (a
“Company Stock Option”) that was vested as of the Effective Time (each, a “Vested Company Stock Option”)
was cancelled, with the holder becoming entitled to receive, with respect to each share underlying such Company Stock Option, an amount
in cash equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Vested Company Stock
Option. Each restricted stock unit granted under the Company’s equity incentive plans (“Company RSU”) that was
vested, but not yet settled, as of the Effective Time was cancelled, with the holder thereof becoming entitled to receive, with respect
to each share subject to each Company RSU, an amount equal to the Merger Consideration.
Each Company Stock
Option and Company RSU that was unvested as of the Effective Time was converted into an equivalent
equity award in respect of Class B Common Stock, par value $0.01 per share, of Parent (“Parent Class B Shares”), subject
to the same terms and conditions as applied prior to the Effective Time. The number of Parent Class B Shares subject to each converted
equity award was equal to the number of shares of Company Common Stock subject to such award immediately prior to the Effective Time multiplied
by the Exchange Ratio (and the per share exercise price of each converted Company Stock Option is equal to the exercise price of such
Company Stock Option divided by the Exchange Ratio). The “Exchange Ratio” was determined by dividing (i) the closing price
of Company Common Stock on the last day on which Company Common Stock was traded immediately prior to the date of the Effective Time by
(ii) the closing price of a Parent Class B Share on the last day on which Company Common Stock was traded immediately prior to the date
of the Effective Time.
The foregoing descriptions of the Merger Agreement
contained in this Item 2.01 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the
Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with
the SEC on March 9, 2026, and is incorporated herein by reference.
The information in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the consummation of the Merger,
on August 17, 2026, the Company notified the Nasdaq Global Select Market (together with the Nasdaq Stock Market LLC, “NASDAQ”)
the Merger had occurred and requested that NASDAQ (a) suspend trading of the Company Common Stock and (b) file with the SEC an application
on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The delisting of the Company Common Stock from NASDAQ will be effective 10 days after the filing of
the Form 25. Following the effectiveness of such Form 25, the Company intends to file with the SEC a certification and notice of termination
of registration on Form 15 requesting the termination of registration of all shares of Company Common Stock under Section 12(g) of the
Exchange Act and the suspension of Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect
to all shares of Company Common Stock. Trading of the Company Common Stock on NASDAQ was halted prior to the opening of trading on the
Closing Date.
The information set forth in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
| Item 3.03. | Material Modification to Rights of Security Holders. |
As a result of the Merger, each share of Company
Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current
Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective
Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right
to receive the Merger Consideration.
The information set forth in the Introductory Note,
Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
| Item 5.01. | Changes in Control of Registrant. |
As a result of the consummation of the Merger,
a change of control of the Company occurred on the Closing Date and the Company became an indirect wholly owned subsidiary of Parent.
The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the
Merger Agreement was approximately $870.6 million. The funds used by Parent to consummate the Merger and complete the related transactions
came from borrowings under the Parent’s credit facilities.
The information set forth in the Introductory Note,
Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item
5.01.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
The information set forth in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Director Changes
Effective upon the consummation of the Merger,
each of Douglas Braunstein, Jon R. Cohen, Swati Abbott, Liat Ben-Zur, Michael Hansen, Madhu Pawar, Erez Shachar, Curtis Warfield and Jacqueline
Yeaney resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board
on which they served and ceased to be directors of the Company. At the Effective Time, by virtue of the Merger, Matthew Klein, Steve Filton
and Tom Day, the directors of the Merger Sub immediately prior to the Effective Time, became the directors of the Company.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time and by virtue of the Merger,
the certificate of incorporation of the Company was amended and restated in the form set forth as Exhibit A to the Merger Agreement (the
“Charter”). At the Effective Time and by virtue of the Merger, the bylaws of the Company were amended and restated
(the “Bylaws”). The Bylaws are substantially similar to the bylaws of Merger Sub as
in effect immediately prior to the Effective Time, except that the Bylaws provide for substantially similar indemnification protections
as the Company’s bylaws prior to the Effective Time and references to Merger Sub’s name were replaced with references to the
Company’s name.
Copies of the Charter and Bylaws are filed as
Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated by reference in this Item 5.03.
The information set forth in the Introductory Note
and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
On August 17, 2026, Parent and the Company issued
a joint press release announcing the consummation of the Merger. A copy of the joint press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
|
Description |
| |
|
|
| 2.1* |
|
Agreement and Plan of Merger, dated March 9, 2026, by and among Universal Health Services, Inc., UHS Merger Subsidiary, Inc. and Talkspace, Inc. incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Talkspace, Inc. on March 9, 2026 |
| |
|
|
| 3.1 |
|
Third Amended and Restated Certificate of Incorporation of Talkspace, Inc., dated August 17, 2026 |
| |
|
|
| 3.2 |
|
Amended and Restated Bylaws of Talkspace, Inc., dated August 17, 2026 |
| |
|
|
| 99.1 |
|
Joint Press Release, dated August 17, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
|
|
| * |
|
Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC. |
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: August 17, 2026 |
|
By: |
/s/ Ian Harris |
|
| |
|
|
Name: Ian Harris |
|
| |
|
|
Title: Chief Financial Officer |
|
Exhibit 99.1
Universal
Health Services, Inc. Completes Acquisition of Talkspace, Inc.
Creates
nation's first full continuum of behavioral healthcare services, supporting people across every stage of their mental health journey
KING OF
PRUSSIA, PA and NEW YORK, NY (Aug. 17, 2026) — Universal Health Services, Inc. (NYSE: UHS) today announced the successful completion
of its acquisition of Talkspace, Inc. (NASDAQ: TALK), bringing together one of the nation's largest providers of healthcare services
with a leading virtual behavioral health platform to redefine how mental healthcare is accessed and delivered.
Talkspace's
virtual care platform complements UHS' extensive network of affiliated behavioral health facilities, acute care hospitals and outpatient
locations, creating an end-to-end behavioral health ecosystem that connects care across settings and levels of need*.
By making
transitions between levels of care more seamless – from virtual support, counseling, therapy and psychiatry to outpatient programs,
to crisis intervention, inpatient treatment and specialized care – the combined offerings position the organization moving forward
to support patients throughout their mental health journey.
"We're
at an inflection point in how mental healthcare is delivered," said Marc D. Miller, President and CEO of UHS. "People deserve
a system that is easy to navigate, connected across care settings and built around their evolving needs. The addition of Talkspace expands
our ability to connect people with care when, where and how they need it most. And we are strengthening the connection between behavioral
and physical health for overall wellbeing."
Talkspace
serves individuals across all 50 states, Washington, D.C., and Puerto Rico through a network of approximately 6,000 licensed providers
whose services are currently available to more than 200 million people through health insurance plans, employers, employee assistance
programs, schools and government organizations. Talkspace also offers self-pay options.
Talkspace
recently introduced Tee, its AI-powered, purpose-built mental health guide developed to meet HIPAA privacy
standards and provide subscribers with real-time support and feedback. Tee can assist individuals between appointments or as a standalone
supportive companion.
“Joining
UHS allows us to accelerate the mission that has guided Talkspace from the beginning: making high-quality mental healthcare more accessible
to more people," said Jon R. Cohen, M.D., CEO of Talkspace. "Together, we're excited to create a nationwide network of care
that brings virtual, outpatient and inpatient care together to better support patients, clinicians and communities.”
As demand
for behavioral health services continues to grow, the combined organization is positioned to offer patients greater flexibility and choice
while improving care coordination across settings. The integrated model also strengthens support for employers, health plans and community
partners seeking scalable, evidence-based mental healthcare solutions.
The transaction
was originally announced on March 9, 2026, and has now received all necessary regulatory approvals and satisfied customary closing conditions.
The companies will begin working together immediately to thoughtfully integrate capabilities while ensuring uninterrupted service for
patients, providers and partners.
* Treating
practitioners are individually licensed and exercise independent professional judgment in diagnosing and treating patients consistent
with their training, scope of practice, and licensure.
About UHS
Headquartered
in King of Prussia, PA, Universal Health Services, Inc. (NYSE: UHS) is one of the nation’s largest and most respected providers
of hospital and healthcare services, with annual revenues of approximately $17.4 billion during 2025. Through its subsidiaries, UHS employs
more than 101,500 individuals and operates 30 inpatient acute care facilities, more than 380 inpatient behavioral health facilities and
approximately 170 outpatient and other facilities across 40 states, Washington, D.C., Puerto Rico, Ireland and the United Kingdom.
Through its subsidiaries, UHS also offers an insurance offering, a physician network and various related services in the United
States.
Since our
founding in 1979, UHS has grown steadily into a premier Fortune 500® corporation perennially recognized by multiple esteemed
national rating entities. Our strategy includes investing in talented staff, facilities, technology and innovation across broad
care continuums to deliver favorable patient outcomes and contribute to the overall health and wellbeing of the patients we are privileged
to serve. A wholly-owned subsidiary of UHS also acts as the advisor to Universal Health Realty Income Trust, a real estate investment
trust (NYSE: UHT). For additional information, please visit www.uhs.com.
About Talkspace,
a Universal Health Services, Inc. Subsidiary
Talkspace,
a Universal Health Services, Inc. subsidiary, is a leading virtual behavioral healthcare provider committed to helping people lead healthier,
happier lives through access to high-quality mental healthcare. Through its subsidiaries and affiliates, Talkspace offers a comprehensive
suite of mental health services – including therapy for individuals, teens, and couples as well as psychiatry and medication management.
Among its offerings is Tee, a standalone, clinician-informed AI mental health guide available to those 18+ for 24/7 behavioral support.
With Talkspace's
core therapy offerings, members are matched with one of thousands of affiliated licensed therapists within days and can engage in live
video, audio, or chat sessions, and/or unlimited asynchronous text messaging sessions.
Forward-Looking
Statements
This press
release contains “forward-looking” statements based on UHS and/or Talkspace’s management expectations. Numerous factors,
including those disclosed herein, those related to healthcare industry trends and those detailed in UHS and Talkspace’s respective
filings with the Securities and Exchange Commission (the “SEC”) (as set forth in Item 1A-Risk Factors, and Item 7-Forward-Looking
Statements and Risk Factors, in UHS’ Annual Report on Form 10-K for the year ended December 31, 2025 and Item 2-Forward-Looking
Statements and Risk Factors in UHS’ Quarterly Report on Form 10-Q for the period ended June, 30, 2026, and Item 1A, Risk Factors
in Talkspace’s Annual Report on Form 10-K for the year ended December 31, 2025 and Item 2-Forward-Looking Statements in Talkspace’
Quarterly Report on Form 10-Q for the period ended June, 30, 2026), may cause the results to differ materially from those anticipated
in the forward-looking statements. These statements are subject to risks and uncertainties and therefore actual results may differ materially.
Those risks and uncertainties include: the occurrence of any event, challenges, disruptions and costs of integrating the business and
achieving anticipated synergies, or that such synergies will take longer to realize than expected; failure to retain key employees of
Talkspace; failure to retain a significant portion of Talkspace’s providers or relationships with payors, risks that the merger
and other transactions contemplated by the merger disrupt current plans and operations that may harm the businesses or divert management’s
attention from ongoing business operations; the amount of any costs, fees, expenses, impairments and charges related to the merger including
costs and use of capital related to financing the merger; and uncertainty as to the effects of the merger on the market price of UHS.
Readers should not place undue reliance on such forward-looking statements which reflect UHS and/or Talkspace’s management's view
only as of the date hereof. UHS undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.