UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 21, 2024 (
(Exact name of registrant as specified in its charter)
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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) |
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| 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:
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On and effective February 16, 2024, the Board of Directors (the “Board”) of Akili, Inc. (the “Company”) appointed John Spinale to the Board as a Class I director, to serve until the Company’s annual meeting of stockholders held in 2026 or until his successor is duly elected and qualified. Mr. Spinale was also appointed to serve as a member of the Audit Committee of the Board (the “Audit Committee”).
The Board determined that Mr. Spinale is an “independent director” in accordance with applicable rules of the Securities and Exchange Act of 1934, as amended, and the listing standards of the Nasdaq Capital Market. Following Mr. Spinale’s appointment to the Board, the Board has a majority of “independent directors,” and the Audit Committee consists of three independent directors with Mary Hentges (Chair), William “BJ” Jones, Jr., and Mr. Spinale.
As a non-employee director, Mr. Spinale is eligible for cash and equity compensation for his service on the Board as detailed in the Company’s Non-Employee Director Compensation Policy (as amended on August 2, 2023, the “Director Compensation Policy”). This includes a $40,000 annual cash retainer for service on the Board and an additional $10,000 annual cash retainer for service on the Audit Committee, each paid monthly in arrears and prorated for service. For equity compensation, Mr. Spinale will receive an initial grant of stock options to purchase up to 44,000 shares of common stock of the Company and will be eligible to receive an annual grant of stock options, subject to the vesting terms and other conditions in the Director Compensation Policy. The foregoing description of Mr. Spinale’s eligibility for director compensation does not purport to be complete and is qualified in its entirety by reference to the Director Compensation Policy, a copy of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023.
Mr. Spinale and the Company also entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement is in the form entered into with the Company’s other directors, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2022.
There are no transactions between Mr. Spinale and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Spinale was not appointed pursuant to any arrangements or understandings with any persons pursuant to which he was selected as a director.
| Item 7.01 | Regulation FD Disclosure. |
On February 21, 2024, the Company issued a press release entitled “Akili Announces Release Date for Fourth Quarter and Full Year 2023 Financial Results, Provides Investor Communications and Board and Corporate Governance Updates.” A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. | Description of Exhibit | |
| 99.1 | Press Release Issued by Akili, Inc. on February 21, 2024 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Akili, Inc. | ||
| By: | /s/ Matthew Franklin | |
| Name: | Matthew Franklin | |
| Title: | President and Chief Executive Officer | |
Date: February 21, 2024
Exhibit 99.1
Akili Announces Release Date for Fourth Quarter and Full Year 2023
Financial Results, Provides Investor Communications and Board and
Corporate Governance Updates
Plans to disclose Q4/FY 2023 financial results on February 29, 2024; CEO Matthew Franklin to participate in fireside chat at TD Cowen’s 44th Annual Healthcare Conference on March 4, 2024
Appointed John Spinale to Board of Directors and Audit Committee; provides update regarding plans for April 17, 2024 Annual Meeting and efforts to regain compliance with Nasdaq rules
BOSTON, Mass. –February 21, 2024– Akili, Inc. (Nasdaq: AKLI), a leading digital medicine company, today provided several corporate updates, including that it plans to report fourth quarter and full year 2023 financial results and a business update via press release on Thursday, February 29, 2024 after the market closes. The company will not be hosting an earnings conference call for this release. Akili is also providing the following updates:
Upcoming Conference Participation
Akili CEO Matt Franklin will participate in a fireside chat at TD Cowen’s 44th Annual Healthcare Conference scheduled on Monday, March 4, 2024 at 12:50pm EST. A live audio webcast and replay of the session will be available at investors.akiliinteractive.com under the “Events & Presentations” section of the website.
New Director Appointment
Akili’s Board of Directors appointed John Spinale to the Board and to the Audit Committee, effective February 16, 2024. Following the appointment of Mr. Spinale, an “independent director” under applicable SEC and Nasdaq rules, the Board has a majority of independent directors, and the Audit Committee consists of three independent directors.
Mr. Spinale is a co-founder and has served as a Managing Director at JAZZ Venture Partners, an early stage venture capital firm, since its inception in 2015, and he previously served as a member of Akili’s board of directors from January 2016 to August 2022. Prior to JAZZ Venture Partners, he held senior operating roles in an array of technology companies. He has multiple decades of experience in consumer technology and digital media with a career focused on building, scaling and running high-growth companies of all sizes and stages.
2024 Annual Meeting of Stockholders and Nasdaq Listing Compliance
Akili’s Board has approved April 17, 2024 for the Company’s 2024 Annual Meeting of Stockholders and, among other Annual Meeting agenda items, the inclusion of a proposal for stockholders that, if approved, would provide the Board with the discretion to effect a reverse stock split. This comes as Akili continues to take steps to regain compliance with the Nasdaq listing rules.
The Company plans to file a preliminary proxy statement with the SEC, which will contain additional details regarding the reverse stock split proposal and other Annual Meeting agenda items.
About Akili
Akili is pioneering the development of cognitive treatments through game-changing technologies. Akili’s approach of leveraging technologies designed to directly target the brain establishes a new category of medicine – medicine that is validated through clinical trials like a drug or medical device but experienced like entertainment. Akili’s platform is powered by proprietary therapeutic engines designed to target cognitive impairment at its source in the brain, informed by decades of research and validated through rigorous clinical programs. Driven by Akili’s belief that effective medicine can also be fun and engaging, Akili’s products are delivered through captivating action video game experiences. For more information, please visit www.akiliinteractive.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “prepare,” “pursue,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements in this press release related to: our plans to announce fourth quarter and fiscal year 2023 financial results; our plans for the Company’s 2024 Annual Meeting of Stockholders; our efforts and expectations regarding
regaining compliance with the Nasdaq listing rules; and other risks identified in our current filings and any subsequent filings made with the Securities and Exchange Commission (SEC). We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof and should not be relied upon as representing our views as of any subsequent date. We disclaim any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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Akili is a registered trademark of Akili, Inc. All rights reserved.
Investor Contact:
Matt Franklin
Chief Executive Officer
InvestorRelations@akiliinteractive.com
Media Contact:
Caty Reid
VP, Marketing & Communications
PR@akiliinteractive.com
Document and Entity Information |
Feb. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Security Exchange Name | NASDAQ |
| Amendment Flag | false |
| Entity Central Index Key | 0001850266 |
| Document Type | 8-K |
| Document Period End Date | Feb. 16, 2024 |
| Entity Registrant Name | Akili, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40558 |
| Entity Tax Identification Number | 92-3654772 |
| Entity Address, Address Line One | 71 Commercial Street |
| Entity Address, Address Line Two | Mailbox 312 |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02109 |
| City Area Code | (617) |
| Local Phone Number | 313-8853 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.0001 per share |
| Trading Symbol | AKLI |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |