Acquisition/Asset Disposal Form 8 K

As previously disclosed by Akili, Inc. (the "Company" or "Akili") in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 29, 2024, the Company entered into an Agreement and Plan of Merger, dated as of May 29, 2024 (the "Merger Agreement") with Virtual Therapeutics Corporation, a Delaware corporation ("Parent"), and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser").

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on July 2, 2024, Purchaser completed a tender offer to purchase all of the Company's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), for a price per share of the Common Stock of $0.4340 (the "Offer Price"), 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 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase, constituted the "Offer").

The Offer expired one minute after 11:59 p.m. Eastern Time on Monday, July 1, 2024. According to Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, a total of 69,674,538 outstanding shares of Common Stock were validly tendered, and not validly withdrawn, representing approximately 88.2% of the outstanding shares of Common Stock. The number of outstanding shares of Common Stock tendered satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the Offer were satisfied and Purchaser accepted for payment all outstanding shares of Common Stock validly tendered (and not validly withdrawn) prior to the expiration of the Offer.

Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on July 2, 2024 (the "Closing Date"), Purchaser merged with and into the Company (the "Merger"), and the Company continued as the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"), with no stockholder vote required. Immediately prior to the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than any (i) shares of Common Stock owned or held in the Company's treasury immediately prior to the Effective Time, (ii) shares of Common Stock owned, directly or indirectly, by Parent or Purchaser immediately prior to the Effective Time and (iii) shares of Common Stock held by any Akili stockholder who was entitled to and properly demanded appraisal of such shares of Common Stock in accordance with Section 262 of the DGCL) was converted automatically into the right to receive the Offer Price.

Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (i) each option granted to purchase shares of Common Stock from the Company ("Company Stock Options" and each a "Company Stock Option") that had an exercise price that is less than the Offer Price (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive, in consideration of the cancellation of such In-the-Money Option, an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Offer Price over the exercise price per share of Common Stock underlying such In-the-Money Option by (y) the number of shares of Common Stock underlying such In-the-Money Option; (ii) each Company Stock Option that was outstanding immediately prior to the Effective Time and had an exercise price that is equal to or greater than the Offer Price (each, an "Out-of-the-Money Option") was cancelled for no consideration; (iii) each outstanding and unvested restricted stock unit of the Company outstanding immediately prior to the Effective Time vested in full and was automatically cancelled and converted into the right to receive an amount in cash without interest, less any applicable tax withholding, equal to the Offer Price; and (iv) each Earnout Share and Company PSU (each as defined in the Merger Agreement) was canceled for no consideration.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.