EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the Amendment) to Registration Statement
No. 333-261695 on Form S-8 (as amended by the Post-Effective Amendment No. 1 dated August 9, 2022, the Registration Statement) is being filed
pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the Securities Act), by Akumin Inc., a Delaware corporation (Akumin Delaware), as the successor to Akumin Inc., a corporation formed under the laws of
Ontario (Akumin Ontario). Effective 11:59 p.m. Eastern Daylight Time on September 30, 2022, Akumin Ontario changed its jurisdiction of incorporation from the province of Ontario, Canada to the State of Delaware, as described further
below (the Domestication). Akumin Delaware hereby expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of
1934, as amended (the Exchange Act). This Amendment does not reflect any increase in the number of shares of Akumin Delawares common stock, par value $0.01 per share (the Common Stock), issuable pursuant to the plans
listed on the cover page hereof above the numbers previously approved and disclosed.
For the purposes of this Amendment and the
Registration Statement, references to the Company, the Registrant, we, our, us and similar terms mean, as of any time prior to the Domestication, Akumin Ontario and, as of any time after
the Domestication, Akumin Delaware. The information contained in this Amendment sets forth additional information to reflect the Domestication. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before
the effective date of the Domestication will not reflect the change in our jurisdiction of incorporation or capital structure.
We
previously operated as a corporation formed under the laws of Ontario, Canada. Effective 11:59 p.m. Eastern Daylight Time on September 30, 2022, we discontinued our existence as an Ontario corporation as provided under Section 181 of the
Ontario Business Corporations Act and, pursuant to Section 388 of the Delaware General Corporation Law (the DGCL), continued our existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets
and liabilities of the Company, as well as its principal place of business and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. In addition, the directors and executive officers of
the Company immediately after the Domestication were the same individuals who were directors and executive officers, respectively, of Akumin Ontario immediately prior to the Domestication.
As a result of and upon the effective time of the Domestication, among other things, each common share, no par value, of Akumin Ontario issued
and outstanding immediately prior to the Domestication, converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of
common stock, par value $0.01 per share, of Akumin Delaware.
The rights of holders of Akumin Delawares common stock are now
governed by its Delaware certificate of incorporation, its Delaware by-laws and the DGCL, each of which is described in Akumin Ontarios final management proxy circular/prospectus, relating to the
Domestication, which was filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b)(3) on May 17,
2022.
The registration fees were paid at the time of filing of the Registration Statement. Because no additional securities are being
registered, no further registration fee is required.