8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 4, 2023 (May 2, 2023)

Akili, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40558

98-1586159

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

125 Broad Street, Fifth Floor,

Boston MA

02110

(Address of Principal Executive Offices)

(Zip Code)

(617) 456-0597

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

AKLI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 2, 2023, Akili, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders voted on the following two proposals: (1) to elect two Class I directors to the Company’s Board of Directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal (“Proposal 1”) and (2) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal 2”). The final results of the voting on each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected the two persons listed below as directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal. The votes were cast as follows:


Nominee	For		Withhold		Broker Non-Votes
Kenneth Ehlert		42,712,301		4,456,432		6,160,332
Mary Hentges		43,020,540		4,148,193		6,160,332

Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023

The Company’s stockholders approved Proposal 2. The votes were cast as follows:


For	Against	Abstain	Broker Non-Votes
52,878,893	157,358	292,814	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Akili, Inc.

By:		/s/ Santosh Shanbhag
Name:		Santosh Shanbhag
Title:		Chief Financial Officer

Date: May 4, 2023

Akili Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders