SCHEDULE: Talkspace Merger Complete, Stock Delisted

Talkspace, Inc. has completed its merger with Universal Health Services, Inc., with shareholders receiving $5.25 per share in cash, and the company's stock will be delisted from Nasdaq.

Summary

• This filing is an amendment to a previous Schedule 13D, confirming the consummation of a merger between Talkspace, Inc. and Universal Health Services, Inc. (Parent) on August 17, 2026.
• As a result of the merger, each outstanding share of Talkspace common stock was converted into the right to receive $5.25 in cash, without interest.
• Vested stock options and unvested but vested RSUs were also cancelled and converted into cash payments based on the merger consideration.
• The reporting persons, QUMRA CAPITAL II, L.P., Qumra Capital GP II, L.P., Qumra Capital Israel I Ltd., Erez Shachar, and Boaz Dinte, no longer beneficially own any securities of Talkspace.
• The company's common stock will no longer be listed on Nasdaq and will be deregistered under the Exchange Act.
• The directors, including Mr. Shachar, resigned from the board of directors immediately prior to the merger's effective time.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the confirmation of a completed merger resulting in the delisting of the company's stock and the cessation of beneficial ownership by the reporting persons.

Positives

• Shareholders received $5.25 in cash per share, providing a definitive exit value.
• The merger provides a clear resolution for shareholders and reporting persons.

Negatives

• Talkspace, Inc. common stock will be delisted from Nasdaq, ceasing to be publicly traded.
• The reporting persons have completely divested their ownership and control in the company.
• The company will become an indirect wholly owned subsidiary of Universal Health Services, Inc.

Risks

• The delisting from Nasdaq means the common stock will no longer be available for trading on a major exchange.
• Shareholders who did not exercise appraisal rights will receive the fixed cash consideration, foregoing any potential future upside of the company as a standalone entity.

Future Outlook

The company will continue to operate as an indirect wholly owned subsidiary of Universal Health Services, Inc., with its common stock no longer publicly traded.

Management Comments

• Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect.

Industry Context

StockSavvy.ai notes that the consolidation of digital health platforms through mergers and acquisitions remains a significant trend, driven by the need for scale, integration of services, and profitability in a competitive market.

Comparison to Industry Standards

• The $5.25 per share cash consideration represents a specific valuation for Talkspace, Inc. at the time of acquisition.
• This transaction is comparable to other 'take-private' deals in the digital health sector where established healthcare entities acquire smaller, specialized technology firms.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Receive $5.25 per share in cash, realizing their investment value but losing future equity participation.
• Reporting Persons: Cease to have any beneficial ownership or control over Talkspace securities.
• Employees: Their equity awards (stock options, RSUs) were converted to cash, impacting potential future gains.
• Creditors: The company's debt obligations continue under the new ownership structure.

Next Steps

• Deregistration of Talkspace, Inc. common stock under the Exchange Act.
• Continued operation of Talkspace as a subsidiary of Universal Health Services, Inc.

Key Dates

Keywords

merger, acquisition, delisting, cash consideration, shareholder payout, private equity, venture capital, corporate control