• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 POS filed by Akili Inc.

    7/2/24 10:00:03 AM ET
    $AKLI
    Medical/Dental Instruments
    Health Care
    Get the next $AKLI alert in real time by email
    S-8 POS 1 ny20031954x3x4_s8pos.htm S-8 POS
    As filed with the Securities and Exchange Commission on July 2, 2024
    Registration No. 333-268033
    Registration No. 333-277534


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549



    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-268033
    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-277534

    FORM S-8
    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933



    AKILI, INC.
    (Exact name of registrant as specified in its charter)



    Delaware
     
    92-3654772
    (State or other jurisdiction of incorporation or organization)
     
    (IRS employer identification number)

    13905 NE 128th Street, Suite 200
    Kirkland, WA 98034
    (Address of Principal Executive Offices, including Zip Code)



    Akili, Inc. 2022 Stock Option and Incentive Plan
    Akili, Inc. 2022 Employee Stock Purchase Plan
    Akili Interactive Labs, Inc. Amended and Restated 2011 Stock Incentive Plan
    (Full title of the Plans)



    Daniel J. Elenbaas
    President
    Akili, Inc.
    13905 NE 128th Street, Suite 200
    Kirkland, WA 98034
    (425) 821-8001
    (Name, Address and Telephone Number, including Area Code, of Agent for Service)

    Copies to:

    Derek Liu
    Emery D. Mitchell
    Piotr Korzynski
    Baker & McKenzie LLP
    Two Embarcadero Center 11th Floor
    San Francisco, CA 94111
    Tel. (415) 576-3000

    Joshua Zachariah, Esq.
    Sarah Ashfaq, Esq.
    Tevia Pollard, Esq.
    Goodwin Procter LLP
    100 Northern Ave
    Boston, MA 02210
    (617) 570-1000



    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer
    ☐
     
    Accelerated filer
    ☐
             
    Non-accelerated filer
    ☒
     
    Smaller reporting company
    ☒
             
         
    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 7(a)(2)(B) of the Securities Act. ☐




    EXPLANATORY NOTE

    DEREGISTRATION OF UNSOLD SECURITIES

    These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Akili, Inc., a Delaware corporation (the “Registrant”), to deregister all shares of the Registrant’s common stock, $0.0001 par value per share (the “Common Stock” or “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”).


    •
    Registration Statement on Form S-8 (No. 333-268033) filed with the SEC on October 27, 2022 pertaining to the registration of (i) 12,813,781 Shares issuable under the Akili, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), (ii) 1,167,881 Shares issuable under the Akili, Inc. 2022 Employee Stock Purchase Plan, (iii) 8,563,957 Shares issuable under the Akili Interactive Labs, Inc. Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”), and (iv) 5,439,042 Shares previously issued to certain directors and officers of the Registrant pursuant to the 2011 Plan.


    •
    Registration Statement on Form S-8 (No. 333-277534) filed with the SEC on February 29, 2024 pertaining to the registration of an additional 3,470,381 Shares issuable under the 2022 Plan.

    The Registrant is filing these Post-Effective Amendments to withdraw and remove any unissued and unsold securities issuable by Registration pursuant to the above-referenced Registration Statements.

    On May 29, 2024, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Virtual Therapeutics Corporation, a Delaware corporation (“Parent”), and Alpha Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on July 2, 2024, Purchaser was merged with and into the Registrant with the Registrant surviving as a wholly-owned subsidiary of Parent (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”), each outstanding Share (other than any (i) Shares owned or held in the Company’s treasury immediately prior to the Effective Time, (ii) Shares owned, directly or indirectly, by Parent or Purchaser immediately prior to the Effective Time and (iii) Shares held by any stockholder of the Registrant who was entitled to and properly demanded appraisal of such Shares in accordance with Section 262 of the Delaware General Corporation Law) was converted automatically into the right to receive a price per Share of $0.4340 (the “Offer Price”) from the Purchaser, payable subject to any applicable tax withholding and without interest, all subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated June 3, 2024 and the related Letter of Transmittal.

    As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.



    SIGNATURE

    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kirkland, State of Washington, on July 2, 2024. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.


     
    AKILI, INC.
       
     
    /s/ Daniel J. Elenbaas
     
    Name: Daniel J. Elenbaas
    Title: President


    Get the next $AKLI alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $AKLI

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $AKLI
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • PureTech Health plc – Half-Year Report

      Strong progress across PureTech's portfolio, with significant near-term catalysts Robust shareholder returns enabled by Founded Entity1 monetization; $100 million Tender Offer and $50 million buyback completed Strong balance sheet with expected operational runway for at least three years Company to host a webcast and conference call today at 9:00am EDT / 2:00pm BST PureTech Health plc (NASDAQ:PRTC, LSE: PRTC))) ("PureTech" or the "Company"), a clinical-stage biotherapeutics company dedicated to changing the lives of patients with devastating diseases, today announces its half-yearly results for the six months ended June 30, 2024. The following information will be filed on Form 6-K w

      8/28/24 2:01:00 AM ET
      $AKLI
      $BMY
      $PRTC
      $VOR
      Medical/Dental Instruments
      Health Care
      Biotechnology: Pharmaceutical Preparations
      Biotechnology: Biological Products (No Diagnostic Substances)
    • Virtual Therapeutics Announces Results of Tender Offer to Acquire Akili Interactive

      Virtual Therapeutics, a company focused on improving mental health at scale using engaging, immersive games ("Virtual Therapeutics"), today announced that it has successfully completed the tender offer commenced on June 3, 2024, to acquire all outstanding shares of common stock of Akili, Inc. (NASDAQ:AKLI) ("Akili") for $0.4340 per share (the "Offer Price"). The tender offer expired at one minute after 11:59 p.m. EDT on July 1, 2024 (the "Expiration Date"). As of the Expiration Date, a total of 69,674,538 shares, representing approximately 88.2% of the outstanding shares of common stock of Akili, were validly tendered and not validly withdrawn. The number of shares validly tendered in acc

      7/2/24 7:19:00 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • Akili Announces FDA Authorization of EndeavorOTC, the First FDA Clearance of a Digital Treatment for Adults with ADHD Through a Video Game

      Clinically proven to improve attention function, EndeavorOTCⓇ is the first and only digital therapeutic cleared by FDA as an over-the-counter treatment for adults with ADHD Akili, Inc. (NASDAQ:AKLI), a leading digital therapeutics company, today announced U.S. Food and Drug Administration (FDA) clearance of EndeavorOTCⓇ (AKL-T01) as an over-the-counter treatment for adults with attention-deficit/hyperactivity disorder (ADHD). Delivered through an engaging video game experience, EndeavorOTC is indicated to improve attention function as measured by computer-based testing in men and women with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. EndeavorOTC i

      6/18/24 4:01:00 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care

    $AKLI
    SEC Filings

    See more
    • SEC Form 15-12G filed by Akili Inc.

      15-12G - Akili, Inc. (0001850266) (Filer)

      7/12/24 5:16:02 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • SEC Form EFFECT filed by Akili Inc.

      EFFECT - Akili, Inc. (0001850266) (Filer)

      7/10/24 12:15:03 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • SEC Form S-8 POS filed by Akili Inc.

      S-8 POS - Akili, Inc. (0001850266) (Filer)

      7/2/24 10:00:03 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care

    $AKLI
    Financials

    Live finance-specific insights

    See more
    • PureTech Health plc – Half-Year Report

      Strong progress across PureTech's portfolio, with significant near-term catalysts Robust shareholder returns enabled by Founded Entity1 monetization; $100 million Tender Offer and $50 million buyback completed Strong balance sheet with expected operational runway for at least three years Company to host a webcast and conference call today at 9:00am EDT / 2:00pm BST PureTech Health plc (NASDAQ:PRTC, LSE: PRTC))) ("PureTech" or the "Company"), a clinical-stage biotherapeutics company dedicated to changing the lives of patients with devastating diseases, today announces its half-yearly results for the six months ended June 30, 2024. The following information will be filed on Form 6-K w

      8/28/24 2:01:00 AM ET
      $AKLI
      $BMY
      $PRTC
      $VOR
      Medical/Dental Instruments
      Health Care
      Biotechnology: Pharmaceutical Preparations
      Biotechnology: Biological Products (No Diagnostic Substances)
    • Akili Announces Amended Agreement with Shionogi, Shift in Corporate Strategy and Release Date for First Quarter 2024 Financial Results

      Shionogi amendment provides Akili with near-term cash payments and cancellation of debt obligation Company announces exploration of strategic alternatives and associated workforce reduction Company to release first quarter 2024 financial results on May 14, 2024 Akili, Inc. (NASDAQ:AKLI), a leading digital medicine company, today provided several corporate updates, including an amendment to its strategic distribution agreement with Shionogi & Co., Ltd. ("Shionogi"), a leading global pharmaceutical company. Under the terms of the amended agreement, Shionogi has canceled and forgiven a $5.0 million long-term debt obligation and agreed to make certain payments for SDT-001 (the Japanese, l

      4/30/24 8:00:00 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • 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 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 ear

      2/21/24 4:05:00 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care

    $AKLI
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13D/A filed by Akili Inc.

      SC 13D/A - Akili, Inc. (0001850266) (Subject)

      7/9/24 8:05:26 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • Amendment: SEC Form SC 13D/A filed by Akili Inc.

      SC 13D/A - Akili, Inc. (0001850266) (Subject)

      7/5/24 5:36:11 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • Amendment: SEC Form SC 13G/A filed by Akili Inc.

      SC 13G/A - Akili, Inc. (0001850266) (Subject)

      7/5/24 12:05:26 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care

    $AKLI
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4 filed by Large owner Puretech Health Plc

      4 - Akili, Inc. (0001850266) (Issuer)

      7/8/24 7:42:32 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • SEC Form 4 filed by Large owner Palihapitiya Chamath

      4 - Akili, Inc. (0001850266) (Issuer)

      7/5/24 5:36:39 PM ET
      $AKLI
      Medical/Dental Instruments
      Health Care
    • SEC Form 4 filed by Large owner Temasek Holdings (Private) Ltd

      4 - Akili, Inc. (0001850266) (Issuer)

      7/5/24 11:54:03 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care

    $AKLI
    Leadership Updates

    Live Leadership Updates

    See more
    • Akili Announces Leadership Transition

      Co-founder and CEO Eddie Martucci, Ph.D. transitions to role of Board chair; Matt Franklin, president and chief operating officer of Akili, appointed president and chief executive officer Akili, Inc. (NASDAQ:AKLI), a leading digital medicine company, today announced that Eddie Martucci transitioned to the role of Board chair, and Matt Franklin has been appointed to serve as president and CEO of the company and as a member of its board of directors, effective October 5, 2023. Martucci replaces former Board chair, Chamath Palihapitiya, who has resigned from the Board, effective October 4, 2023. The leadership transition follows the company's announcement in September that it plans to shif

      10/6/23 7:00:00 AM ET
      $AKLI
      Medical/Dental Instruments
      Health Care