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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Akili, Inc. 10-K 12/31/23 91:38M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.78M
2: EX-10.18 Material Contract HTML 68K
3: EX-21.1 Subsidiaries List HTML 27K
4: EX-23.1 Consent of Expert or Counsel HTML 26K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
9: R1 Document and Entity Information HTML 103K
10: R2 Consolidated Balance Sheets HTML 129K
11: R3 Condensed Consolidated Balance Sheets HTML 37K
(Parenthetical)
12: R4 Condensed Consolidated Statements of Operations HTML 131K
and Comprehensive Income (Loss)
13: R5 Condensed Consolidated Statements of Redeemable HTML 113K
Convertible Preferred Stock and Stockholders'
Deficit (Unaudited)
14: R6 Condensed Consolidated Statements of Redeemable HTML 29K
Convertible Preferred Stock and Stockholders'
Deficit (Parenthetical) (Unaudited)
15: R7 Consolidated Statements of Cash Flows HTML 131K
16: R8 Nature of the Business and Basis of Presentation HTML 48K
17: R9 Summary of Significant Accounting Policies HTML 105K
18: R10 Business Combination HTML 73K
19: R11 Option and Collaboration Agreements HTML 34K
20: R12 Prepaid Expenses and Other Current Assets HTML 42K
21: R13 Property and Equipment HTML 53K
22: R14 Commitments and Contingencies HTML 55K
23: R15 Accrued Expenses and Other Current Liabilities HTML 48K
24: R16 Corporate Bond HTML 43K
25: R17 Note Payable HTML 61K
26: R18 Capital Stock HTML 51K
27: R19 Stock-Based Compensation HTML 136K
28: R20 Fair Value of Financial Assets and Liabilities HTML 110K
29: R21 Income Taxes HTML 120K
30: R22 Net Loss Per Share HTML 68K
31: R23 Employee Benefit Plan HTML 31K
32: R24 Restructuring Charges HTML 36K
33: R25 Summary of Significant Accounting Policies HTML 166K
(Policies)
34: R26 Summary of Significant Accounting Policies HTML 55K
(Tables)
35: R27 Business Combination (Tables) HTML 66K
36: R28 Prepaid Expenses and Other Current Assets (Tables) HTML 41K
37: R29 Property and Equipment (Tables) HTML 51K
38: R30 Commitments and Contingencies (Tables) HTML 43K
39: R31 Accrued Expenses and Other Current Liabilities HTML 48K
(Tables)
40: R32 Corporate Bond (Tables) HTML 39K
41: R33 Note Payable (Table) HTML 47K
42: R34 Capital Stock (Tables) HTML 55K
43: R35 Stock-Based Compensation (Tables) HTML 114K
44: R36 Fair Value of Financial Assets and Liabilities HTML 98K
(Tables)
45: R37 Income Taxes (Tables) HTML 111K
46: R38 Net Loss Per Share (Tables) HTML 69K
47: R39 Nature of the Business and Basis of Presentation - HTML 56K
Additional Information (Details)
48: R40 Summary of Significant Accounting Policies - HTML 100K
Additional Information (Details)
49: R41 Summary of Significant Accounting Policies - HTML 47K
Schedule of estimated useful lives of property and
equipment (Details)
50: R42 Summary of Significant Accounting Policies - HTML 37K
Summary of Product Type Information (Details)
(Details)
51: R43 Summary of Significant Accounting Policies - HTML 34K
Summary of Contract Liabilities (Details)
52: R44 Business Combination - Additional Information HTML 55K
(Details)
53: R45 Business Combination - Schedule of Reconciles the HTML 41K
Elements of Business Combination to Consolidated
Statement of Cash Flows and Consolidated Statement
of Changes in Equity (Details)
54: R46 Business Combination - Schedule of Reconciles the HTML 31K
Elements of Business Combination to Consolidated
Statement of Cash Flows and Consolidated Statement
of Changes in Equity (Parenthetical) (Details)
55: R47 Business Combination - Schedule of Number of HTML 43K
Shares of Common Stock Outstanding Immediately
Following Closing (Details)
56: R48 Business Combination - Schedule of Number of HTML 39K
Shares of Common Stock Outstanding Immediately
Following Closing (Parenthetical) (Details)
57: R49 Business Combination - Schedule of Change in Fair HTML 37K
Value Recorded as Stock Compensation (Details)
58: R50 Option and Collaboration Agreements (Additional HTML 49K
Information) (Details)
59: R51 Prepaid Expenses and Other Current Assets - HTML 36K
Summary of Prepaid Expenses and Other Current
Assets (Details)
60: R52 Property and Equipment - Summary of Property and HTML 47K
Equipment, Net (Details)
61: R53 Property and Equipment - Additional Information HTML 30K
(Details)
62: R54 Commitments and Contingencies - Additional HTML 70K
Information (Details)
63: R55 Commitments and Contingencies - Future Lease HTML 44K
Payments for Noncancelable Operating Leases
(Details)
64: R56 Accrued Expenses and Other Current Liabilities - HTML 41K
Summary of Accrued Expenses and Other Current
Liabilities (Detail)
65: R57 Corporate Bond - Additional Information (Detail) HTML 53K
66: R58 Corporate Bond - Schedule Of Subordinated HTML 33K
Borrowing (Detail)
67: R59 Note Payable - Additional Information (Details) HTML 90K
68: R60 Note Payable - Schedule of Carrying Amount of Note HTML 49K
Payable (Details)
69: R61 Note Payable - Future Minimum Principal Payments HTML 44K
Due (Details)
70: R62 Capital Stock - Additional Information (Details) HTML 88K
71: R63 Capital Stock - Summary of Fair Value Of Warrants HTML 43K
(Details)
72: R64 Stock-Based Compensation - Additional Information HTML 110K
(Details)
73: R65 Stock-Based Compensation - Summary of Share-Based HTML 34K
Compensation Expense (Details)
74: R66 Stock-Based Compensation - Summary of Stock Option HTML 73K
Activity and Related Information (Details)
75: R67 Stock-Based Compensation - Summary of Stock Option HTML 38K
Activity Weighted Average Assumptions (Details)
76: R68 Stock-Based Compensation - The Summary of RSU and HTML 62K
PSU Activity (Details)
77: R69 Fair Value of Financial Assets and Liabilities - HTML 53K
Fair Value of Assets and Liabilities on a
Recurring Basis (Details)
78: R70 Fair Value of Financial Assets and Liabilities - HTML 59K
Additional Information (Details)
79: R71 Income Taxes - Schedule of Components of Provision HTML 50K
for Income Taxes (Details)
80: R72 Income Taxes - Schedule of Effective Income Tax HTML 49K
Rate Reconciliations (Details)
81: R73 Income Taxes - Schedule of Components of Deferred HTML 55K
Tax Assets and Liabilities (Details)
82: R74 Income Taxes - Additional Information (Details) HTML 59K
83: R75 Net Loss Per Share - Summary of Computation of HTML 72K
Basic and Diluted Net Loss Per Share Attributable
to Common Stockholders (Details)
84: R76 Net Loss Per Share - Summary of Computation of HTML 43K
Diluted Net Loss Per Share Attributable to Common
Stockholders Including Anti-dilutive Effect
(Details)
85: R77 Employee Benefit Plan (Additional Information) HTML 31K
(Details)
86: R78 Restructuring Charges - Additional Information HTML 48K
(Details)
88: XML IDEA XML File -- Filing Summary XML 181K
91: XML XBRL Instance -- akli-20231231_htm XML 1.99M
87: EXCEL IDEA Workbook of Financial Report Info XLSX 179K
8: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.56M
Linkbases Document -- akli-20231231
89: JSON XBRL Instance as JSON Data -- MetaLinks 636± 1.03M
90: ZIP XBRL Zipped Folder -- 0000950170-24-023124-xbrl Zip 4.05M
| EX-97 |
Exhibit 97
AKILI, INC.
COMPENSATION RECOVERY POLICY
Adopted as of August 2, 2023
(Effective Date: October 2, 2023)
The Board of Directors of Akili, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1. Overview
The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers and other employees of the Company in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq Stock Market. Please refer to Section 3 below for definitions of capitalized terms used and not otherwise defined herein.
2. Compensation Recovery Requirement
In the event the Company is required to prepare a Material Financial Restatement, the Company shall reasonably promptly recover all Erroneously Awarded Compensation with respect to such Material Financial Restatement, and each Covered Person shall be required to take all actions necessary to enable such recovery.
3. Definitions
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4. Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
5. Recovery from Participating Employees.
In addition to (and without limiting) the provisions of paragraph 2 above, in the event the Company is required to prepare a Material Financial Restatement after the adoption of this Policy, the Company will use reasonable efforts to recover from any current or former employee of the Company who is not a Covered Person but who is described in the proviso below and who received Incentive-Based Compensation from the Company during the three completed fiscal years immediately preceding the date on which the Board has determined that the Company is
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required to prepare a Material Financial Restatement (each a “Participating Employee”), the amount that exceeds what would have been paid to the Participating Employee under the Material Financial Restatement; provided that, this paragraph 5 will apply only to the extent the Board (or a duly established committee thereof), in its sole discretion, determines that the Participating Employee committed any act or omission that materially contributed to the circumstances requiring the restatement and which involved any of the following: (i) misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of the Participating Employee’s employment by, or otherwise in connection with, the Company; or (ii) a breach of a fiduciary duty to the Company or its stockholders by the Participating Employee.
6. Recovery Where Intentional Misconduct.
In addition to (and without limiting) the provisions of paragraph 2 and 5 above, in the event that the Board (or a duly established committee thereof), in its sole discretion, determines that a Covered Person’s or a Participating Employee’s act or omission that contributed to the circumstances requiring the Material Financial Restatement involved any of the following: (i) willful, knowing or intentional misconduct or a willful, knowing or intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements in the course of the Covered Person’s or the Participating Employee’s employment by, or otherwise in connection with, the Company or (ii) fraud in the course of the Covered Person’s or the Participating Employee’s employment by, or otherwise in connection with, the Company, then in each such case, the Company will use reasonable efforts to recover from such Covered Person or Participating Employee, up to 100% (as determined by the Board or a duly established committee thereof in its sole discretion as appropriate based on the conduct involved) of the Incentive-Based Compensation received by such Covered Person or Participating Employee from the Company during the three fiscal years preceding the date on which the Company determined that it is required to prepare a Material Financial Restatement, and not just the excess of what would have been paid to the Covered Person or the Participating Employee under the Material Financial Restatement.
7. Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
8. Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
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Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
9. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Material Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules. This Policy shall be deemed to be automatically amended, as of the date the Applicable Rules become effective with respect to the Company, to the extent required for this Policy to comply with the Applicable Rules.
10. Policy Administration
This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
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11. Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation recovered under this Policy and, to the extent any such agreement or organizational document purports to provide otherwise, Covered Persons hereby irrevocably agree to forego such indemnification.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | EFFECT | |||
| 8/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/23 Akili, Inc. 10-Q 9/30/23 67:9.2M Donnelley … Solutions/FA 5/12/23 Akili, Inc. 10-Q 3/31/23 59:7.7M Donnelley … Solutions/FA 3/09/23 Akili, Inc. 10-K 12/31/22 100:22M Donnelley … Solutions/FA 12/27/22 Akili, Inc. 8-K/A:1,2,912/23/22 11:283K Donnelley … Solutions/FA 11/14/22 Akili, Inc. 10-Q 9/30/22 85:11M Donnelley … Solutions/FA 10/27/22 Akili, Inc. S-8 10/27/22 12:383K Donnelley … Solutions/FA 10/27/22 Akili, Inc. 8-K:5,9 9/22/22 12:236K Donnelley … Solutions/FA 8/23/22 Akili, Inc. 8-K:1,2,3,4 8/19/22 24:11M Donnelley … Solutions/FA 6/10/22 Akili, Inc. S-4/A 44:23M Donnelley … Solutions/FA 5/12/22 Akili, Inc. S-4/A 52:22M Donnelley … Solutions/FA 4/04/22 Akili, Inc. S-4/A 57:24M Donnelley … Solutions/FA 2/14/22 Akili, Inc. S-4 54:30M Donnelley … Solutions/FA |