As filed with the Securities and Exchange Commission on February 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) | (I.R.S. Employer Identification No.) | |
71 Commercial Street, Mailbox 312 Boston, MA | 02109 | |
(Address of Principal Executive Offices) | (Zip Code) |
Akili, Inc. 2022 Stock Option and Incentive Plan
(Full title of the plans)
Matthew Franklin
President and Chief Executive Officer
Akili, Inc.
71 Commercial Street, Mailbox 312
Boston, MA 02109
(Name and address of agent for service)
(617) 313-8853
(Telephone number, including area code, of agent for service)
Copies to:
Sarah Ashfaq, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 813-8800
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 the 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
This Registration Statement on Form S-8 is filed for the purposes of registering an additional 3,470,381 shares of common stock, par value $0.0001 per share (the “common stock”), of Akili, Inc. (the “Registrant”) that may be issued pursuant to the Akili, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”). The number of shares of common stock reserved and available for issuance under the 2022 Plan is subject to an automatic annual increase on each January 1 by (i) the excess (if any) of (A) five percent (5%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 (excluding any shares reserved for issuance under equity-based plans of the Company) over (B) the number of shares of common stock then reserved for issuance under the 2022 Plan as of such date or (ii) such lesser number of shares as determined by our plan administrator. Accordingly, on January 1, 2024, the number of shares of common stock reserved and available for issuance under the 2022 Plan increased by 3,470,381. This Registration Statement registers these additional 3,470,381 shares of common stock. The additional shares are of the same class as other securities relating to the 2022 Plan, for which the Registrant’s registration statement filed on Form S-8 (File No. 333-268033) on October 27, 2022 is effective. The information contained in the Registrant’s registration statement on Form S-8 (File No. 333-268033) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 29th day of February, 2024.
AKILI, INC. | ||
By: | /s/ Matthew Franklin | |
Name: Matthew Franklin Title: President, Chief Executive Officer and Director |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Matthew Franklin as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their capacities and on the date indicated below.
Signature | Title | Date | ||
/s/ Matthew Franklin Matthew Franklin | President, Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | February 29, 2024 | ||
/s/ W. Edward Martucci II, Ph.D. W. Edward Martucci II, Ph.D. | Chairman and Director | February 29, 2024 | ||
/s/ Adam Gazzaley, M.D., Ph.D. Adam Gazzaley, M.D., Ph.D. | Director | February 29, 2024 | ||
/s/ Mary Hentges Mary Hentges | Director | February 29, 2024 | ||
/s/ William “BJ” Jones, Jr. William “BJ” Jones, Jr. | Director | February 29, 2024 | ||
/s/ Christine Lemke Christine Lemke | Director | February 29, 2024 | ||
/s/ John Spinale John Spinale | Director | February 29, 2024 |