Virtual Therapeutics, a company focused on improving mental
health at scale using engaging, immersive games (“Virtual
Therapeutics”), today announced that it has successfully completed
the tender offer commenced on June 3, 2024, to acquire all
outstanding shares of common stock of Akili, Inc. (Nasdaq: AKLI)
(“Akili”) for $0.4340 per share (the “Offer Price”).
The tender offer expired at one minute after 11:59 p.m. EDT on
July 1, 2024 (the “Expiration Date”). As of the Expiration Date, a
total of 69,674,538 shares, representing approximately 88.2% of the
outstanding shares of common stock of Akili, were validly tendered
and not validly withdrawn. The number of shares validly tendered in
accordance with the terms of the tender offer and not validly
withdrawn satisfied the minimum tender condition, and all other
conditions to the tender offer were satisfied. Immediately after
the Expiration Date, Virtual Therapeutics irrevocably accepted for
payment all shares validly tendered and not validly withdrawn and
expects to promptly pay for such shares.
Following completion of the tender offer, Alpha Merger Sub,
Inc., a wholly owned subsidiary of Virtual Therapeutics (the
“Purchaser”), will promptly merge with and into Akili (the
“Merger”). The Merger is expected to occur on July 2, 2024. At the
effective time of the Merger, each outstanding share of common
stock of Akili that has not been validly tendered (other than
shares owned by Akili, by Virtual Therapeutics, the Purchaser, any
other subsidiary of Virtual Therapeutics or by any Akili
stockholders who properly perfected their appraisal rights under
the DGCL) will be converted automatically into the right to receive
the Offer Price. As a result of the Merger, Akili will become a
wholly owned subsidiary of Virtual Therapeutics.
Prior to the opening of trading on The Nasdaq Stock Market LLC
(“Nasdaq”) on July 2, 2024, all shares of Akili common stock ceased
trading on Nasdaq, and Virtual Therapeutics intends promptly to
cause such shares to be delisted from Nasdaq and deregistered under
the Securities Exchange Act of 1934, as amended.
“The completion of this acquisition provides a foundation for us
to build a leading digital health company that is capable of
bringing new behavioral services to as many patients as possible,”
said Dan Elenbaas, co-founder and CEO of Virtual Therapeutics. “We
look forward to leveraging Akili’s expertise and strengths as we
embark on this next stage of growth for Virtual Therapeutics.”
Advisors
TD Cowen is acting as exclusive financial advisor and Goodwin
Procter LLP is acting as legal counsel to Akili. Baker &
McKenzie LLP is acting as legal counsel to Virtual
Therapeutics.
About Akili
Akili is pioneering the development of cognitive treatments
through game-changing technologies. Akili’s approach of leveraging
technologies designed to directly target the brain establishes a
new category of medicine – medicine that is validated through
clinical trials like a drug or medical device but experienced like
entertainment. Akili’s platform is powered by proprietary
therapeutic engines designed to target cognitive impairment at its
source in the brain, informed by decades of research and validated
through rigorous clinical programs. Driven by Akili’s belief that
effective medicine can also be fun and engaging, Akili’s products
are delivered through captivating action video game
experiences.
About Virtual Therapeutics
Virtual Therapeutics is a digital health company delivering
scalable, accessible, affordable, and personalized solutions for
mental health and mental fitness. Leveraging extensive expertise as
game developers, the company crafts and curates rich, appealing
experiences that combine proven therapeutic techniques with modern
gameplay mechanisms to delight and engage users. Virtual
Therapeutics uses powerful cloud-based platform to gather and
analyze various data streams to continuously measure, validate, and
report effectiveness, seamlessly deploy and maintain its solutions,
and provide users and partners with a truly turnkey experience. For
more information, visit https://www.vthera.com/.
Forward-looking Statements
This communication contains “forward-looking statements”
relating to the acquisition of Akili by Virtual Therapeutics. Such
forward-looking statements include, but are not limited to,
statements regarding the payment and timing of payment of the Offer
Price to former Akili stockholders and the ability and timing of
delisting of Akili’s common stock. 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.
Forward-looking statements are neither historical facts nor
assurances of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those projected, expressed or implied by such forward-looking
statements. Although Virtual Therapeutics and Akili believe that
the expectations reflected in such forward-looking statements are
reasonable, they cannot guarantee future events, results, actions,
levels of activity, performance or achievements, business and
market conditions and the timing and results of any developments.
Additional factors that may affect the future results of Akili are
set forth in Akili’s filings with the U.S. Securities and Exchange
Commission (the “SEC”), including Akili’s most recently filed
Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the SEC,
which are available on the SEC’s website at www.sec.gov. As a
result of such risks and uncertainties, actual results may differ
materially from any future results, performance or achievements
discussed in or implied by the forward-looking statements contained
herein. The forward-looking statements in this press release are
subject to a number of risks and uncertainties, including, but not
limited to, the risk that the timing of the payment or delisting
may be delayed. Virtual Therapeutics and Akili caution investors
not to unduly rely on any forward-looking statements.
The forward-looking statements contained in this release are
made as of the date hereof, and Virtual Therapeutics and Akili
undertake no obligation to update any forward-looking statements,
whether as a result of future events, new information or otherwise,
except as expressly required by law. All forward-looking statements
in this document are qualified in their entirety by this cautionary
statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240701029834/en/
Ian Stone, Inizio Evoke Communications ian.stone@inizioevoke.com
619-518-3518