Full Press Release Details
PureTech Founded Entity Akili Interactive, a Leader in Digital Medicine, to Become Publicly Traded
Through Combination with Social Capital Suvretta Holdings Corp. I
In addition to PureTech s advanced Wholly Owned Pipeline, Founded Entities are an additional source of value and Akili is now set to
join the growing list of publicly-traded Founded Entities for PureTech, which also include Karuna Therapeutics (Nasdaq: KRTX), Vor Biopharma (Nasdaq: VOR) and Gelesis (NYSE: GLS)
Fully committed PIPE of $162 million led by $100 million from Social Capital with remaining $62 million from new and existing
investors including: Suvretta Capital Management s Averill strategy, Apeiron Investment Group, Temasek, co-founder PureTech Health, Polaris Partners, Evidity Health Capital, JAZZ Venture Partners and
Omidyar Technology Ventures
Transaction values the combined company at an equity value
post-money of up to approximately $1 billion and is expected to provide up to $412 million in gross cash proceeds
Transaction will support commercial launch of EndeavorRx , a first-of-its-kind, FDA-cleared and CE-marked
prescription digital therapeutic for pediatric ADHD, as well as advance clinical development pipeline across multiple neuropsychiatric diseases, including expanded ADHD populations, multiple sclerosis, autism, and depression
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ( PureTech or the Company ), a
clinical-stage biotherapeutics company announces today that its Founded Entity, Akili Interactive ( Akili ), a leading digital medicine company developing cognitive treatments through game-changing technologies, has entered into a definitive agreement to become publicly traded via a merger with Social Capital Suvretta Holdings Corp. I ( SCS ) (Nasdaq: DNAA), a special purpose
acquisition company. The transaction is expected to close in mid-2022, after which Akili will be listed on the Nasdaq stock market under the new ticker symbol AKLI. As a public company with world-class backing and strong financial flexibility, Akili will be positioned to pioneer a new class of digital medicines for millions of people living with cognitive impairment.
Akili, as with all our Founded Entities, was co-invented and advanced through initial milestones by the PureTech
team, and we are proud of Akili s continued path of success, most notably with the FDA clearance of EndeavorRx and now with its potential listing on Nasdaq, said Bharatt Chowrira, Ph.D., J.D., President and Chief Business, Legal and
Operating Officer of PureTech and Akili Board Member. With Akili on its way to becoming yet another publicly-traded Founded Entity for PureTech, our unique model continues to demonstrate the multiple
ways in which we are generating value at PureTech, including equity stakes in public and private Founded Entities, royalties and milestone payments due to us from certain invented products, pharma collaborations to advance non-core programs and importantly our rapidly progressing and advanced Wholly Owned Pipeline which we see as our major value driver going forward.
The full text of the announcement from Akili is as follows:
Akili Interactive, a Leader in Digital Medicine, to Become Publicly Traded Through Combination with Social Capital Suvretta Holdings Corp. I
BOSTON, Mass. and PALO ALTO, Calif. January 26, 2022 Akili Interactive ( Akili or
the Company ), a leading digital medicine company developing cognitive treatments through game-changing technologies, has entered into a definitive agreement to become publicly traded via a merger
with Social Capital Suvretta Holdings Corp. I ( SCS ) (Nasdaq: DNAA), a special purpose acquisition company. The transaction is expected to close in mid-2022, after which Akili will be listed on the
Nasdaq stock market under the new ticker symbol AKLI. As a public company with world-class backing and strong financial flexibility, Akili will be positioned to pioneer a new class of digital
medicines for millions of people living with cognitive impairment.
New Digital Approach to Cognitive Medicine
The Akili software platform was built on the belief that directly engaging brain function is the next frontier of science and medicine. Cognitive impairments
including poor concentration, memory loss, difficulties learning new skills, and difficulties with decision making are in aggregate among the largest unmet medical needs, and are increasingly recognized as contributing to or associated
with dozens of chronic diseases and acute illnesses, including attention-deficit/hyperactivity disorder (ADHD), major depressive disorder (MDD), multiple sclerosis (MS), and autism spectrum disorder (ASD), as
well as postoperative cognitive dysfunction and COVID-19 brain fog.
Despite the rapidly growing
prevalence of these conditions, the acute exacerbation of these issues by the pandemic s impact, and the chronic, escalating cognitive overload from the proliferation of on-demand attention-capturing technology, there has been limited innovation of novel treatment options.
Specifically, current treatment options are designed to focus on symptoms and coping strategies instead of
directly targeting cognitive functioning. These therapeutic shortfalls are especially concerning for younger populations who are potentially facing a lifetime of managing these conditions.
Akili s First-of-Its-Kind,
Clinically Validated Therapeutic
By harnessing advances in cognitive neuroscience and consumer technology, Akili is changing the neuropsychiatric
treatment paradigm. Akili s patented and clinically validated technology platform represents a new category of software-based medicine: advanced and proprietary digital therapeutics that are designed to
directly target neural physiology to better serve the needs of patients and their families.
Akili s core therapeutic engine, the Selective Stimulus
Management Engine (SSMETM), is specifically designed to target and activate neural systems involved in attentional control. This core platform has the potential to be applied across a diverse set of indications within psychiatry and neurology.
Backed by robust clinical research, Akili s treatments are delivered to patients through engaging interactive mobile games, personalized to each individual and built to feel like high-end entertainment
The SSMETM technology has already demonstrated proof-of-concept
in controlled trials targeting attention and cognitive dysfunction in ADHD, ASD, MS, and MDD. Built on the SSMETM technology, Akili developed EndeavorRx , the
first-ever FDA-cleared prescription video game and the first-ever FDA- cleared commercial
product indicated to improve attention function in children between the ages of 8 to 12 years with primarily inattentive or combined-type ADHD (see full indication below).
Key Investment Highlights:
Martucci, Chief Executive Officer of Akili, said: This transaction represents the next step in our journey to become the world s leading digital medicine company directly targeting neurological function. Over the past 10 years, we
have created a platform representing a new era of cognitive medicine, driven by our fundamental focus on patients, advanced science and proprietary technology, and the mission-driven hard work of our entire
team. We believe medicine now can be both effective and engaging. Social Capital Suvretta shares our vision for the future, and we look forward to applying our combined experience as we drive the commercialization of our platform and advance
our deep pipeline of prescription digital therapeutics to help people living with cognitive impairments across the globe.
Chamath Palihapitiya,
Founder and CEO of Social Capital and Chairman and CEO of SCS, commented: Akili is taking a new approach to cognitive science using software to target our underlying cognitive function and creating an entirely new class of medicine
as a byproduct. With its first-ever, clinically validated digital therapeutic (EndeavorRx ), Akili has the unique opportunity to change how we treat
pediatric ADHD. They have also laid the groundwork to treat a wide range of other cognitive issues affecting tens of millions of people around the world.
Kishen Mehta, Portfolio Manager of the Averill strategy at Suvretta Capital Management and President of SCS, said: Akili has created a unique disease-agnostic technology platform with an advanced pipeline of product candidates across multiple indications where proof-of-concept
has already been achieved. The Company is leading the advancement of digital cognitive therapies with an FDA-cleared product already on the market, and we believe Akili has only just scratched the surface of
this new and exciting field of medicine. We look forward to working with Akili to accelerate the Company s growth and allow it to continue developing treatment options for the hundreds of millions of people living with cognitive
Transaction Overview
The transaction implies a post-money equity value of the combined company of up to approximately $1 billion and is
expected to deliver up to $412 million in gross cash proceeds to the Company, including the contribution of up to $250 million of cash held in SCS s trust account and $162 million from PIPE investors at $10 per share. All
references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of SCS and payment of transaction expenses. Akili plans to use the net proceeds to help fund the
Company s go-to-market strategy, to further advance its pipeline of prescription digital therapeutics targeting a range of chronic and acute cognitive disorders,
for other general corporate purposes.
Existing Akili shareholders will roll 100% of their equity into the combined company and will be eligible to
receive additional SCS shares pursuant to an earnout based on the combined company s future stock performance.
Chamath Palihapitiya is expected to
join Akili s board of directors as chair, upon the close of the transaction.
The proposed business combination, which has been unanimously approved
by the boards of directors of both Akili and SCS, is expected to close in mid-2022, subject to approval by SCS s and Akili s shareholders, regulatory approvals, and other customary closing
Morgan Stanley & Co.
LLC ( Morgan Stanley ) and Cowen and Company LLC, ( Cowen ) are serving as financial advisors to Akili. Morgan Stanley, Credit Suisse, and Cowen are serving as co-placement agents to SCS with respect to the portion of the PIPE
financing raised from non-insider qualified institutional buyers and institutional accredited investors. Morgan Stanley, Credit Suisse, and Cowen are not acting as agents or participating in any role with respect to, and will not earn any fees from,
the portion of the PIPE financing raised from insiders and individual investors. Credit Suisse and Cowen are serving as capital markets advisors to Akili. BofA Securities, Inc. is acting as capital markets advisor to SCS.
Goodwin Procter LLP is serving as legal counsel to Akili. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to SCS. Skadden, Arps, Slate,
Meagher & Flom LLP is serving as legal advisor to the PIPE placement agents.
Conference Call Information
A presentation made by the management teams each of Akili and SCS regarding the transaction will be available at
Additional information about the proposed transaction,
including an investor presentation, will be provided in a Current Report on Form 8-K to be filed by SCS with the Securities and Exchange Commission and available at www.sec.gov.
EndeavorRx Indication and Overview
first-and-only FDA-cleared treatment delivered through a video game experience. EndeavorRx is indicated to improve attention function as measured by computer-based testing in children ages 8 to 12 years old with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. Patients who engage with EndeavorRx demonstrate improvements in a digitally assessed measure
Test of Variables of Attention (TOVA ) of sustained and selective attention and may not display benefits in typical behavioral symptoms, such as hyperactivity. EndeavorRx should be considered for use as part of a therapeutic program that may include clinician-directed therapy, medication, and/or educational programs, which
further address symptoms of the disorder. EndeavorRx is available by prescription only. It is not intended to be used as a stand-alone therapeutic and
is not a substitution for a child s medication. The most common side effect observed in children in EndeavorRx s clinical trial was a feeling of frustration, as the game can be
quite challenging at times. No serious adverse events were associated with its use. EndeavorRx is recommended to be used for approximately 25 minutes a day, 5 days a week, over initially at
least 4 consecutive weeks, or as recommended by your child s health care provider. To learn more about EndeavorRx , please visit EndeavorRx.com.
Akili is pioneering the development of game-changing technologies to usher in a new era of cognitive medicine. Focused on delivering cutting-edge digital diagnostics, treatments and monitors for cognitive
impairments across disease and disorders, Akili is combining scientific and clinical rigor with the ingenuity of the tech and entertainment industries and challenging the status quo of medicine. Akili s treatments are designed to directly
activate the networks in the brain responsible for cognitive function and have been rigorously tested in extensive clinical studies, including prospective randomized, controlled trials. 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. For more information, please visit www.akiliinteractive.com.
About Social Capital
At Social Capital, we make big bets
on transformational ideas, technology, and people. We strategically invest in smart, profit-minded opportunities and forward-thinking social investments that have the
potential to shape a better future. We do this from a balance sheet of permanent capital to support entrepreneurship at all stages. This allows us more flexibility to double down on our convictions, without the limitations of traditional fund
structures, and gives founders the runway and resources necessary to succeed. We believe in the outsized potential of for-profit businesses to drive impact in the world. We aim to set a new standard for what
capitalism can be. To learn more about Social Capital, visit https://www.socialcapital.com/.
About Social Capital Suvretta Holdings Corp I
Social Capital Suvretta Holdings Corp. I is led by Chamath Palihapitiya and Kishen Mehta and is a blank check company formed for the purpose of effecting a