UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Akili, Inc.
(Name of Subject Company)
Akili, Inc.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
00974B107
(CUSIP Number of Class of Securities)
Matthew Franklin
President and Chief Financial Officer
Akili, Inc.
71 Commercial Street, Mailbox 312,
Boston, MA 02109
(617) 456-0597
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Joshua Zachariah, Esq.
Sarah Ashfaq, Esq.
Tevia Pollard, Esq.
Goodwin Procter LLP
100 Northern Ave
Boston, MA 02210
(617) 570-1000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by Alpha Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly
owned indirect subsidiary of Virtual Therapeutics Corporation, a Delaware corporation (“Parent”), to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Akili, Inc., a Delaware corporation (“Company”), to
be commenced pursuant to the Agreement and Plan of Merger, dated as of May 29, 2024, by and among Parent, Purchaser and the Company (the “Merger Agreement”). Following the consummation of the Offer, Purchaser will merge with and into the Company (the
“Merger”) with the Company as the surviving corporation, pursuant to Section 251(h) of the Delaware General Corporation Law. This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and Merger:
Forward-looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Parent, Purchaser, and the Company. This communication includes express
or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Akili by
Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Akili. Actual events or results may differ materially from these forward-looking statements. Words such as
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar
expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important
factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause
these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Akili’s stockholders will tender their stock in the offer; the possibility
that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Akili to terminate the merger agreement; the possibility that various closing conditions for the proposed
transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only
grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time
frame expected by Parent and Akili, or at all; the risk that Akili may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Akili’s
employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed
transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Akili’s common
stock; unknown liabilities related to Parent or Akili; the nature, cost and outcome of any litigation and other legal proceedings involving Akili or its officers and directors, including any legal proceedings related to the proposed acquisition; and
risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered
to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the manner described or at all. A more complete
description of these and other material risks can be found in Akili’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on
Form 10-Q and other documents that may be filed by Akili from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9
to be filed by Akili. Parent and Akili also plan to file other relevant documents with the SEC regarding the proposed transaction.
Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and
assumptions and on information currently available to Parent and Akili, and the reader is cautioned not to rely on any forward-looking statements. Parent and
Akili do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.
Additional Information and Where to Find It
The tender offer for all of the outstanding shares of common stock of Akili referenced in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities of Akili, nor is it a substitute for the tender offer materials that Parent, Purchaser or Akili will file with the SEC. The solicitation and offer to buy the common stock of Akili will only be made pursuant
to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file with the SEC a Tender Offer Statement on Schedule TO, and
thereafter Akili will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. AKILI’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF AKILI SECURITIES AND OTHER
INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as well as the Solicitation/Recommendation Statement will be made
available to all stockholders of Akili at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting either Parent or Akili. Copies of the documents filed
with the SEC by Akili will be available free of charge on Akili’s website at www.Akiliinteractive.com or by contacting Akili’s Investor Relations Department at InvestorRelations@Akiliinteractive.com or PR@Akiliinteractive.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Akili files annual, quarterly and current reports
and other information with the SEC. Akili’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Exhibit 99.1
[CONFIDENTIAL]
Akili Employee FAQs – May 29, 2024
This
filing relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent” or “Virtual Therapeutics” or “VT”) a Delaware corporation, Alpha Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Parent, and Akili, Inc. (the “Company” or “Akili”).
1. What was announced?
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Akili announced a strategic combination with Virtual Therapeutics aimed at creating a more diversified leading digital health company.
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The combination will bring together two highly complementary and user-centric businesses to create new opportunities for the combined company.
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Combining Akili with Virtual Therapeutics will create an integrated company that offers a broader suite of digital therapeutics and achieves our
longstanding goal of bringing innovative solutions to more users.
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The transaction is currently expected to close in the third quarter of 2024.
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2. Who is Virtual
Therapeutics Corporation?
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Virtual Therapeutics is a leading digital health company developing VR-based applications to improve mental health for employees and patients using
immersive technology, evidence-based techniques, and engaging content.
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Virtual Therapeutics’ programs typically include a suite of applications using virtual reality technology to relieve chronic stress, anxiety, and
depression to improve productivity and job satisfaction.
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Each application is based on rigorous scientific research and is targeted towards specific mental attributes such as mindfulness and cognitive
flexibility to help ensure a broad array of mental health needs are addressed.
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For more information, please visit https://www.vthera.com/.
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3. Why is Akili combining with Virtual Therapeutics Corporation?
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We participate in a complex, competitive, capital intensive space - we believe that combining our assets and proven ability to develop and obtain
regulatory approval for mobile digital therapeutic solutions with Virtual Therapeutics’ expertise in creating engaging, VR-based solutions and partnerships with leading health care organizations creates a combined company that will have the
technologies and financial basis necessary to achieve our goal of becoming profitable and impacting lives around the world.
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Overall, with impressive capabilities from both organizations, we can reach even greater heights than we could have achieved on our own.
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4. What does this mean for employees?
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We are confident that Akili and Virtual Therapeutics will be terrific partners.
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From our many interactions with Virtual Therapeutics, we believe that Virtual Therapeutics has a culture very similar to our own. We can see that
they share our commitment to thinking like owners while maintaining a healthy, vibrant and collaborative culture.
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Until the transaction closes, which we currently expect to occur in the third quarter of 2024, Akili and Virtual Therapeutics remain separate
companies operating independently as we have done before.
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It is important to stay focused on our day-to-day roles and responsibilities so that we can continue to support Shionogi and to support and deliver
our digital therapeutics products to users. They depend on us.
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5. What does this mean for compensation and benefits programs?
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Virtual Therapeutics will compensate Akili employees at their current salary levels.
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The VT Leadership Team will perform a thorough review of benefits in the upcoming period and work to move all combined employees to the same plans.
This will likely mean that some of the benefits Akili employees have been accustomed to will be reduced or eliminated in order to control costs as we transition together to more of a pre-profitability startup mindset. VT currently has
plans in place that are market-competitive with other similar stage companies: VT offers Premera Blue Cross Blue Shield health insurance, a matching 401(k) plan, modest HSA contributions, and other vision, dental, disability, and life
insurance benefits.
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VT also has a Stock Option Incentive Plan designed to align employee and company objectives.
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With respect to severance, Virtual Therapeutics has agreed that any Akili team members impacted in connection with any potential post-closing
workforce reduction as part of a reorganization of the combined business would be entitled to transition packages that are similar to those offered to those impacted in Akili’s restructuring announced in April 2024.
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If you continue to work for Virtual Therapeutics or its affiliates after the closing of the transaction, then pursuant to the terms and conditions
of the Merger Agreement, it is expected that:
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The pre-existing conditions, limitations, exclusions, actively-at-work requirements, and eligibility waiting periods under Virtual Therapeutics’
health plans would be waived with respect to continuing employees to the extent not imposed under Akili’s group health plans prior to closing.
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Dollar amounts that continuing employees incurred under Akili’s health plans during the plan year of the closing would be recognized under Virtual
Therapeutics’ group health plans for purposes of meeting deductible, co-payment limitations, and out-of-pocket maximums for its plan year.
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Your prior service with Akili and its subsidiaries would be credited under Virtual Therapeutics’ benefit plans for purposes of determining your
eligibility to participate, vesting, and future vacation and paid time off accruals, to the extent your service was recognized under Akili’s benefit plans for similar purposes, without any duplication of benefits. Such service credit will
not be provided for purposes of any entitlement to participate in, or benefit accruals with respect to, any equity-based or long-term incentive compensation, retiree medical program, or defined benefit plan maintained by Virtual
Therapeutics.
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It is anticipated that the Akili 401(k) plan and health plans will be terminated as of the closing of the transaction and we will work closely with
the Virtual Therapeutics team to ensure a smooth transition for Akili employees who will become eligible to participate in the 401(k) plan and health plans of Virtual Therapeutics, subject to their terms and conditions.
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6. What does this mean
for my equity awards in Akili?
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If you hold outstanding stock
options:
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As of immediately prior to the Effective Time (as defined in the Merger Agreement), each unvested outstanding stock option will become immediately
vested and exercisable in full.
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After giving effect to the vesting acceleration, if your outstanding stock option has a per share exercise price that is less than $0.4340 (the “Offer Price”), at the Effective
Time, it will be canceled in exchange for payment of an amount in cash without interest, less any applicable tax withholding, equal to the
product obtained by multiplying (i) the excess of the Offer Price over the exercise price per share of the Company common stock underlying such stock option by (ii) the number of shares of Company common stock underlying such stock option.
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If your outstanding stock option has a per share exercise price that is equal to or greater than the Offer Price, it will be canceled at the Effective Time for no consideration.
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If you hold outstanding time-based restricted stock units (“RSUs”):
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As of immediately prior to the Effective Time, each unvested outstanding RSU will become immediately vested in full.
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After giving effect to the vesting acceleration, at the Effective Time, each RSU that is then outstanding shall be canceled in exchange for payment
of an amount in cash without interest, less any applicable tax withholding, equal to the Offer Price.
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If you hold outstanding performance-based restricted
stock units (“PSUs”), each PSU will be canceled at the Effective Time for no consideration.
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All Earn-out Shares and Earn-out
RSUs will be cancelled. The Earn out Shares and Earn out RSUs would have only vested if the Company’s trading price hit at least $15.00 per share. Based on the Offer Price and the fact that the Company’s common stock will no
longer be traded, it will be impossible for such Earn out Shares and Earn-out RSUs to vest, and thus they are being cancelled in the transaction.
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7. Should we anticipate
any layoffs following the transaction?
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Those types of decisions will be made by the combined leadership team after the transaction closes. Meanwhile, we have an opportunity in the coming weeks to work collaboratively to define goals
and influence the outcome to ensure we position the combined business with the greatest chance of success in the future. As part
of this, we will be doing planning to determine the optimal organization going forward. We are committed to being as transparent as possible during
this process, and treating all employees with due respect.
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Virtual Therapeutics has agreed that any Akili team members impacted in connection with any potential post-closing workforce reduction as part of a
reorganization of the combined business would be entitled to transition packages that are similar to those offered to those impacted in Akili’s restructuring announced in April 2024.
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Until the transaction closes, which we currently expect to occur in third quarter of 2024,
Akili and Virtual Therapeutics will
remain separate companies operating independently and as we have done before.
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Remaining focused on your day-to-day responsibilities and remembering that we have many product users, as well as Shionogi, depending on us is the best thing we can do.
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8. Who will lead the
combined company?
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The current VT management team, led by Dan Elenbaas as President & CEO, will continue in their current roles and lead the combined company.
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9. Where will the
combined company be located? Will any facilities be shut down?
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Until the transaction closes, both Akili and Virtual Therapeutics expect to remain in their
current locations.
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We will review our ongoing facility requirements after closing and make changes if appropriate. To be clear, even if we opt to make facility
adjustments, there is no plan to move the Larkspur team itself.
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10. Will there be changes to reporting structures as a result of the transaction?
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Any such changes would occur following the closing of the transaction, which is currently
expected to occur in the third quarter of 2024.
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11. What will be the name of the combined business?
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Upon completion of the transaction, the parent company of the combined business will be called Virtual Therapeutics.
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12. When will the transaction close?
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The transaction is currently expected to close in the third quarter of 2024, subject to the
necessary approvals and satisfaction of the closing conditions in the Merger Agreement.
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13. What should I do if an employee of Virtual Therapeutics contacts
me with questions or requests for information?
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It is important to remember that until closing, Akili and Virtual Therapeutics remain separate organizations, and we will operate as we have before.
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If you are approached by a Virtual Therapeutics team member for any information
about the integration, please refer them to Grace Kim at gkim@akiliinteractive.com.
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14. What does this announcement mean for business partners?
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The proposed combination does not impact our
relationships with our partners, and we are operating as we have before.
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We remain dedicated to working with our partners to support their needs and the needs of the users we serve.
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15. Can I post on social media about this announcement?
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It is important that you DO NOT post on social media about this announcement. Only authorized leaders at Akili are permitted to discuss the transaction publicly, including on social media.
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You can share Akili social posts (if any) from our official channels (those owned
by Akili and operated by the Akili team),
but please do not add any commentary to official posts that you choose to share.
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We ask that you do not engage beyond that, especially with third parties. This includes but is not limited to liking messages,
responding to other users, or reposting content.
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It is important that we speak with one voice and that you do not make any comments, including in response to media or investor inquiries.
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Please note that Akili’s Social Media Policy still applies and Akili does not intend to restrict communications or actions by
employees that are protected or required by state or federal law.
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16. Who can I contact if I have more questions?
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If you have questions or concerns beyond what is provided in this Employee FAQ, please
contact a member of the Akili Leadership Team.
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We will continue to keep you updated on important developments as we move through the transaction process.
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Forward-looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual
Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Akili, Inc. (“Akili”). This communication includes express or implied
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Akili by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Akili. Actual events or results
may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity”
“will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may
affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Akili’s stockholders will tender their
stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Akili to terminate the merger agreement; the possibility that various closing
conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the
proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may
not be completed in the time frame expected by Parent and Akili, or at all; the risk that Akili may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on
relationships with Akili’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the
market price of Akili’s common stock; unknown liabilities related to Parent or Akili; the nature, cost and outcome of any litigation and other legal proceedings involving Akili or its officers and directors, including any legal proceedings related to
the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered
representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the
manner described or at all. A more complete description of these and other material risks can be found in Akili’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Akili from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly
owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Akili. Parent and Akili also plan to file other relevant documents with the SEC regarding the proposed transaction.
Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Akili, and the reader is cautioned not to rely on any forward-looking statements. Parent and Akili do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments, except as required by law.
Additional Information and Where to Find It
The tender offer for all of the outstanding shares of common stock of Akili referenced in this document has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Akili, nor is it a substitute for the tender offer materials that Parent, Purchaser or Akili will file with the SEC. The solicitation
and offer to buy the common stock of Akili will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser
will file with the SEC a Tender Offer Statement on Schedule TO, and thereafter Akili will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. AKILI’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF AKILI SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as
well as the Solicitation/Recommendation Statement will be made available to all stockholders of Akili at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by
contacting either Parent or Akili. Copies of the documents filed with the SEC by Akili will be available free of charge on Akili’s website at www.Akiliinteractive.com or by contacting Akili’s Investor Relations Department at
InvestorRelations@Akiliinteractive.com or PR@Akiliinteractive.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Akili files annual, quarterly and current reports and other information with the SEC. Akili’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Exhibit 99.2
[CONFIDENTIAL]
CEO Letter to Employees – May 29, 2024
Subject: Exciting News – Akili to Combine with Virtual Therapeutics
Akilians,
As discussed at our recent all-hands meeting, we have been working with an external advisor to explore strategic options for Akili that will enable us to
leverage our considerable strengths while helping us address key business model gaps. As a part of this process, we’ve cast a wide net looking across the technology, entertainment, and health care sectors for possible combinations. After extensive
effort and careful deliberation, I am pleased to share that this morning we announced that we have reached a definitive agreement to combine with Virtual Therapeutics via a tender offer and subsequent merger. Virtual Therapeutics, headquartered in
Kirkland, Washington, is a leading digital health company engaged in the development of virtual reality (VR) based applications to improve mental health in the workplace using immersive technology, evidence-based techniques and engaging content. The
company’s Breakthrough platform provides turnkey solutions delivered through VR technology that have been shown to relieve chronic stress, anxiety, and depression while improving productivity and job satisfaction. Breakthrough currently consists of
a set of applications based on rigorous scientific research and targeted towards specific mental attributes such as mindfulness and cognitive flexibility to help address a broad array of mental health needs.
Virtual Therapeutics has been built by a team with decades of success in the entertainment and gaming industry who have contributed to the development of
multiple blockbuster products in the Harry Potter Franchise, the Marvel Universe, multiple Lego games, and many more. In 2016, the team elected to focus their expertise in immersive, entertaining content to help to solve the growing mental health
crisis and since that time have developed not only a suite of solutions, but partnerships with influential pillars of the healthcare industry like UnitedHealth Group and the United States Department of Veterans Affairs.
By combining our proven track record of developing and obtaining regulatory approval of digital therapeutics in the US, with Virtual Therapeutics’ robust (and
growing) portfolio of VR-based mental health solutions and entertainment expertise, we aim to create a compelling platform to address mental health needs across the spectrum.
So what happens next?
It is important to call out that while we are announcing the proposed combination today, there are still a number of steps to work through before the deal is
closed. Over the course of the next several days, Virtual Therapeutics and Akili will be filing a series of documents with the Securities and Exchange Commission (SEC) detailing the proposed tender offer and subsequent merger transaction. Subject to
the terms and conditions of the Merger Agreement, Akili shareholders will have at least 20 business days to accept Virtual Therapeutics’ offer to purchase their Akili holdings for approximately $0.43 per share. Assuming that the majority of Akili
shareholders have agreed to sell or “tender” their shares to Virtual Therapeutics and assuming the other closing conditions in the Merger Agreement are satisfied, Akili will merge into and become a wholly-owned subsidiary of Virtual Therapeutics and
will no longer be an independent, public company. While the exact timing of these events is difficult to predict, it is our goal to complete the process in the third quarter of 2024.
This is an exciting time for Akili. This proposed transaction would create a combined company with incredible product development teams and talent, amazing
technology in both the mobile and VR markets, distribution pathways with high volume and influential partners and a balance sheet that can support the integrated company with ample runway to grow into the opportunities ahead.
But along with all of the excitement I realize that there will be many questions regarding what these changes mean for our customers, our team and our
future. We have sent an invitation to an all-hands meeting for later today where I will begin answering these questions. For those of you in the Bay Area, we will be joined in person in Larkspur by Dan Elenbaas, Virtual Therapeutics’ founder and
CEO.
Now that we have announced the proposed transaction, the next step is to dive into the details of the combined company’s strategy, roadmap and plan for
integration after closing. This process will take a lot of effort over the days, weeks and months ahead. We won’t have all of the answers today. But you have both Dan’s and my commitment that we will communicate as transparently and as frequently
as we can as we work our way through this process, and we look forward to beginning that discussion in today’s all hands.
We all believe in the power of Akili’s technology to positively change people’s lives. I cannot thank this group enough for your continued resiliency and all
of your hard work to deliver our treatment to as many patients as possible. I truly believe that today’s announcement is a massive step forward in accelerating our ability to change the shape of cognitive medicine and make the world better for
millions of patients that are in need.
I look forward to seeing you later today.
Best regards,
Matt
Forward-looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual
Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Akili, Inc. (“Akili”). This communication includes express or implied
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Akili by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Akili. Actual events or results
may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity”
“will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may
affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Akili’s stockholders will tender their
stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Akili to terminate the merger agreement; the possibility that various closing
conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the
proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may
not be completed in the time frame expected by Parent and Akili, or at all; the risk that Akili may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on
relationships with Akili’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the
market price of Akili’s common stock; unknown liabilities related to Parent or Akili; the nature, cost and outcome of any litigation and other legal proceedings involving Akili or its officers and directors, including any legal proceedings related to
the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered
representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the
manner described or at all. A more complete description of these and other material risks can be found in Akili’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Akili from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly
owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Akili. Parent and Akili also plan to file other relevant documents with the SEC regarding the proposed transaction.
Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Akili, and the reader is cautioned not to rely on any forward-looking statements. Parent and Akili do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments, except as required by law.
Additional Information and Where to Find It
The tender offer for all of the outstanding shares of common stock of Akili referenced in this document has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Akili, nor is it a substitute for the tender offer materials that Parent, Purchaser or Akili will file with the SEC. The solicitation
and offer to buy the common stock of Akili will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser
will file with the SEC a Tender Offer Statement on Schedule TO, and thereafter Akili will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. AKILI’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF AKILI SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as
well as the Solicitation/Recommendation Statement will be made available to all stockholders of Akili at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by
contacting either Parent or Akili. Copies of the documents filed with the SEC by Akili will be available free of charge on Akili’s website at www.Akiliinteractive.com or by contacting Akili’s Investor Relations Department at
InvestorRelations@Akiliinteractive.com or PR@Akiliinteractive.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Akili files annual, quarterly and current reports and other information with the SEC. Akili’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Exhibit 99.3
[CONFIDENTIAL]
Form of Partner/Third Party/Vendor Template Communication
This
filing relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent” or “Virtual Therapeutics”) a Delaware corporation, Alpha Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Parent, and Akili, Inc. (the “Company” or “Akili”).
Subject: Exciting News: Akili to Combine with
Virtual Therapeutics
Dear NAME,
Today we announced exciting news about the future of our company. Akili has agreed to combine with Virtual Therapeutics Corporation, with the combined
company aimed at creating a more diversified leading digital health company.
By way of background, Virtual Therapeutics is a leading digital health company developing VR-based applications to improve mental health in the workplace
using immersive technology, evidence-based techniques, and engaging content. Virtual Therapeutics’ platform provides a suite of solutions through virtual reality technology to relieve chronic stress, anxiety and depression to improve productivity and
job satisfaction.
The proposed combination brings together two highly complementary and user-centric businesses to create new opportunities for the combined company.
Combining Akili with Virtual Therapeutics will give us a stronger foundation to achieve our longstanding goal of bringing innovative digital therapeutics to more users.
It is important to keep in mind that today’s announcement is just the first step toward officially bringing Akili and Virtual Therapeutics together. We
currently expect to close the transaction in the third quarter of 2024, subject to the necessary approvals and satisfaction of the closing conditions in the Merger Agreement. Until then, Akili and Virtual Therapeutics will remain separate companies.
We are operating and working with you as we always have.
We greatly value our relationship and look forward to continuing our work together as we enter this next chapter. We will keep you updated as much as we
can about any developments that may be of interest as the transaction progresses. Of course, I am also available, as always, if you have any questions.
Thank you for your continued partnership and support.
NAME
TITLE
Forward-looking Statements
This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual
Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Akili, Inc. (“Akili”). This communication includes express or implied
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Akili by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Akili. Actual events or results
may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity”
“will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may
affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Akili’s stockholders will tender their
stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Akili to terminate the merger agreement; the possibility that various closing
conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the
proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may
not be completed in the time frame expected by Parent and Akili, or at all; the risk that Akili may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on
relationships with Akili’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the
market price of Akili’s common stock; unknown liabilities related to Parent or Akili; the nature, cost and outcome of any litigation and other legal proceedings involving Akili or its officers and directors, including any legal proceedings related to
the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered
representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the
manner described or at all. A more complete description of these and other material risks can be found in Akili’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Akili from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly
owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Akili. Parent and Akili also plan to file other relevant documents with the SEC regarding the proposed transaction.
Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Akili, and the reader is cautioned not to rely on any forward-looking statements. Parent and Akili do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments, except as required by law.
Additional Information and Where to Find It
The tender offer for all of the outstanding shares of common stock of Akili referenced in this document has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Akili, nor is it a substitute for the tender offer materials that Parent, Purchaser or Akili will file with the SEC. The solicitation
and offer to buy the common stock of Akili will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser
will file with the SEC a Tender Offer Statement on Schedule TO, and thereafter Akili will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. AKILI’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF AKILI SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents, as
well as the Solicitation/Recommendation Statement will be made available to all stockholders of Akili at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by
contacting either Parent or Akili. Copies of the documents filed with the SEC by Akili will be available free of charge on Akili’s website at www.Akiliinteractive.com or by contacting Akili’s Investor Relations Department at
InvestorRelations@Akiliinteractive.com or PR@Akiliinteractive.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, Akili files annual, quarterly and current reports and other information with the SEC. Akili’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Akili (NASDAQ:AKLI)
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