0001562180-24-005425.txt : 20240702
0001562180-24-005425.hdr.sgml : 20240702
20240702103156
ACCESSION NUMBER: 0001562180-24-005425
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240702
FILED AS OF DATE: 20240702
DATE AS OF CHANGE: 20240702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Studer Jacqueline
CENTRAL INDEX KEY: 0001526223
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241093250
MAIL ADDRESS:
STREET 1: IDEXX LABORATORIES
STREET 2: ONE IDEXX DRIVE
CITY: WESTBROOK
STATE: ME
ZIP: 04092
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Akili, Inc.
CENTRAL INDEX KEY: 0001850266
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 923654772
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 71 COMMERCIAL STREET
STREET 2: MAILBOX 312
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-456-0597
MAIL ADDRESS:
STREET 1: 71 COMMERCIAL STREET
STREET 2: MAILBOX 312
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: Social Capital Suvretta Holdings Corp. I
DATE OF NAME CHANGE: 20210310
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0508
4
2024-07-02
true
0001850266
Akili, Inc.
AKLI
0001526223
Studer Jacqueline
C/O AKILI, INC.
71 COMMERCIAL ST, MAILBOX 312
BOSTON
MA
02109
false
true
false
false
Chief Legal Officer
false
Common Stock, par value $0.0001
2024-07-02
4
U
false
30693.00
D
92869.00
D
Common Stock, par value $0.0001
2024-07-02
4
D
false
92869.00
D
0.00
D
Stock Option (Right to buy)
0.40
2024-07-02
4
D
false
280500.00
D
Common Stock
280500.00
0.00
D
Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time") with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Person or her affiliates was converted into the Offer Price.
Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.
Reflects disposition of time-based Issuer RSUs pursuant to the terms of the Merger Agreement. Each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into the right to receive a cash payment without interest, less any applicable tax withholding, equal to the Offer Price, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Price was cancelled and converted into the right to receive an amount in cash, without any interest thereon, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Offer Price over the exercise price per Share underlying such Issuer Stock Option by (y) the number of Shares underlying such Issuer Stock Option immediately prior to the Effective Time.
/s/ Jacqueline Studer
2024-07-02