This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) by Alpha Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Virtual Therapeutics Corporation, a Delaware corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Akili, Inc., a Delaware corporation (“Akili”), for $0.4340 per Share in cash, all upon the terms and subject to the conditions described in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively and in each case together with any amendments or supplements thereto. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 29, 2024 (together with any amendments or supplements thereto, the “Merger Agreement”), among Akili, Parent and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
ITEM 1.
| SUMMARY TERM SHEET. |
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.
| SUBJECT COMPANY INFORMATION. |
(a) The subject company and the issuer of the securities subject to the Offer is Akili, Inc. Its principal executive office is located at 71 Commercial Street, Mailbox 312, Boston, Massachusetts 02109, and its telephone number is (617) 313-8853.
(b) This Schedule TO relates to the Shares. According to Akili, as of the close of business on May 23, 2024, there were: (1) 78,726,725 Shares issued and outstanding; (2) 11,959,050 Shares subject to outstanding Company Stock Options; (3) 1,821,799 Shares subject to outstanding Company Restricted Stock Units; and (4) 133,578 Shares subject to outstanding Company Warrants.
(c) The information concerning the principal market on which the Shares are traded, and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in “The Tender Offer—Section 3. Price Range of Shares; Dividends” of the Offer to Purchase, are incorporated herein by reference.
ITEM 3.
| IDENTITY AND BACKGROUND OF FILING PERSON. |
(a)–(c) The filing companies of this Schedule TO are Parent and Purchaser. Each of Purchaser’s and Parent’s principal executive office is located at 13905 NE 128th Street, Suite 200, Kirkland, Washington 98034. Each of Purchaser’s and Parent’s telephone number is (425) 821-8001.
Purchaser was incorporated under the laws of the State of Delaware on May 23, 2024 for the purpose of consummating the Offer and effecting the Merger pursuant to the Merger Agreement. Daniel J. Elenbaas is the sole director of Purchaser and the executive officers of Purchaser are Daniel J. Elenbaas, its President, and Matt McIntire, its Treasurer and Secretary. Each executive officer of Purchaser is a United States citizen and has a business address located at 3905 NE 128th Street, Suite 200, Kirkland, Washington 98034.
Parent was formed under the laws of the State of Delaware on May 29, 2015. Parent is a digital health company delivering scalable, accessible, affordable, and personalized solutions for mental health and mental fitness. The executive officers of Parent are Daniel J. Elenbaas, its Chief Executive Officer, and Matt McIntire, its Vice President Operations and Finance. Each executive officer of Parent is a United States citizen and has a business address located at 13905 NE 128th Street, Suite 200, Kirkland, Washington 98034.
The information set forth in “The Tender Offer—Section 11. Certain Information Concerning Parent and Purchaser” and Schedule A—“Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser and Parent” of the Offer to Purchase is incorporated herein by reference.
