0001562180-24-005428.txt : 20240702
0001562180-24-005428.hdr.sgml : 20240702
20240702103229
ACCESSION NUMBER: 0001562180-24-005428
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: Franklin Matthew
CENTRAL INDEX KEY: 0001936491
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241093251
MAIL ADDRESS:
STREET 1: AKILI INTERACTIVE LABS, INC.
STREET 2: 125 BROAD STREET, 5TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
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
0001936491
Franklin Matthew
C/O AKILI, INC.
71 COMMERCIAL ST, MAILBOX 312
BOSTON
MA
02109
true
true
false
false
President & CEO
false
Common Stock, par value $0.0001
2024-07-02
4
U
false
7657.00
D
33000.00
D
Common Stock, par value $0.0001
2024-07-02
4
D
false
33000.00
D
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 his 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.
/s/ Jacqueline Studer, attorney-in-fact
2024-07-02