Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-267031
Prospectus Supplement No. 2
(To Prospectus dated March 21, 2023)
43,414,721 SHARES OF COMMON STOCK
OF
AKILI, INC.
This prospectus supplement updates, amends and supplements the prospectus dated March 21, 2023 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-267031). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with specified information contained or incorporated by reference in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2023, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Akili, Inc.’s common stock is quoted on the Nasdaq Capital Market under the symbol “AKLI.” On May 3, 2023, the closing price of our common stock was $1.60.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 16 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 4, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 4, 2023 (May 2, 2023)
Akili, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40558 | 98-1586159 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
125 Broad Street, Fifth Floor, Boston MA | 02110 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(617) 456-0597
(Registrant’s telephone number, including area code)
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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | AKLI | Nasdaq Capital Market |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 2, 2023, Akili, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders voted on the following two proposals: (1) to elect two Class I directors to the Company’s Board of Directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal (“Proposal 1”) and (2) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the two persons listed below as directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal. The votes were cast as follows:
Nominee | For | Withhold | Broker Non-Votes | |||||||||
Kenneth Ehlert | 42,712,301 | 4,456,432 | 6,160,332 | |||||||||
Mary Hentges | 43,020,540 | 4,148,193 | 6,160,332 | |||||||||
Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023
The Company’s stockholders approved Proposal 2. The votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | |||
| 52,878,893 | 157,358 | 292,814 | 0 |
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/ Santosh Shanbhag | |
| Name: | Santosh Shanbhag | |
| Title: | Chief Financial Officer | |
Date: May 4, 2023
