Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the Southern District of New York on behalf of holders of Talkspace, Inc. (NASDAQ: TALK) common stock on May 19, 2021 entitled to vote at the special meeting of shareholders in connection with the merger between Talkspace and Hudson Executive Investment Corporation (“HEIC”).

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact attorney J.C. Sanchez of Robbins Geller at 800/449-4900 or via e-mail at jsanchez@rgrdlaw.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges Talkspace, certain of Talkspace’s top executives, certain of HEIC’s top executives and directors, as well as HEC Sponsor LLC, Hudson Executive Capital LP, and HEC Master Fund LP with violations of the Securities Exchange Act of 1934 (“Exchange Act”). Talkspace is a behavioral healthcare company that markets itself as being enabled by a “purpose-built technology platform.”

On January 13, 2021, HEIC announced that it had entered into a merger agreement with Talkspace (the “Merger”). The complaint alleges that, in an attempt to secure shareholder support for the Merger, on May 28, 2021, defendants issued a materially false and misleading Preliminary Proxy on Schedule 14A (the “Proxy”). The Proxy, which recommended that HEIC shareholders vote in favor of the Merger, misrepresented Talkspace’s business, financials, and prospects, by omitting, among other things, that: (i) Talkspace was experiencing significantly increased online advertising costs in its business-to-consumer (“B2C”) channel since the start of 2021; (ii) Talkspace was experiencing lower conversion rates in its online advertising in its B2C business; (iii) Talkspace was experiencing increased customer acquisition costs and more tepid B2C demand than represented to investors; (iv) Talkspace was suffering from ballooning customer acquisition costs and worsening growth and gross margin trends; (v) Talkspace had overvalued its accounts receivables from certain of its health plan clients in its business-to-business channel, which amounts required adjustment downward; and (vi) as a result of the foregoing, Talkspace’s 2021 financial guidance was not achievable and lacked any reasonable basis in fact. The complaint alleges that after the Merger closed the Proxy was revealed to be materially false and misleading, causing the price of Talkspace common stock to substantially decline and Talkspace investors to suffer damages under the Exchange Act.

The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.

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