What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 338 added, 231 removed, 401 unchanged (59% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

June 30, 2021

December 31, 2020

September 30,

Current assets

Cash and cash equivalents

Marketable securities, short-term

Grant receivable

1 unchanged sentence

Total current assets

Property and equipment, ne t

Deferred offering costs

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Marketable securities, long-term

Property and equipment, net

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

5 unchanged sentences

Series A convertible preferred stock, $ 0.0001 par value;

711,203 shares authorized as of June 30, 2021 and December 31, 2020;

477,297 shares issued and outstanding as of June 30, 2021 and December 31, 2020;

liquidation preference of $ 1,067 as of June 30, 2021

no shares authorized, issued and outstanding as of September 30, 2021;

711,203 shares authorized and 477,297 shares issued and outstanding as of December 31, 2020;

liquidation preference of $ 1,067 as of December 31, 2020

convertible preferred stock, $ 0.0001 par value;

11,898,177 shares authorized as of June 30, 2021 and December 31, 2020;

7,985,305 and 7,537,879 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively;

liquidation preference of $ 18,097 as of June 30, 2021

no shares authorized, issued and outstanding as of September 30, 2021;

11,898,177 shares authorized and 7,537,879 shares issued and outstanding as of December 31, 2020;

liquidation preference of $ 16,847 as of December 31, 2020

Series B convertible preferred stock, $ 0.0001 par value;

29,457,450 shares authorized as of June 30, 2021 and December 31, 2020;

19,770,070 and 11,862,043 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively;

liquidation preference of $ 75,116 as of June 30, 2021

no shares authorized, issued and outstanding at September 30, 2021;

29,457,450 shares authorized and 11,862,043 shares issued and outstanding as of December 31, 2020;

liquidation preference of $ 45,070 as of December 31, 2020

Stockholders’ deficit

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized and no shares issued and outstanding as of September 30, 2021;

no shares authorized, issued and outstanding as of December 31, 2020

Common stock, $ 0.0001 par value;

50,500,000 shares authorized as of June 30, 2021 and December 31, 2020, respectively;

556,570 and 419,124 shares issued and outstanding as of

June 30, 2021 and December 31, 2020 , respectively

300,000,000 shares authorized and 40,470,323 shares issued and outstanding as of September 30, 2021;

50,500,000 shares authorized and 419,124 shares issued and outstanding as of December 31, 2020

Additional paid-in

Accumulated deficit

Total stockholders’ deficit

Total liabilities, convertible preferred stock and stockholders’ deficit

Accumulated other comprehensive loss

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Acumen Pharmaceuticals, Inc.

Condensed Statements of Operations

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

Three Months Ended

Six Months Ended

Three Months Ended September 30,

Nine Months Ended September 30,

Grant and other revenue

5 unchanged sentences

Other income (expense)

Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability

Interest income

Change in fair value of preferred stock tranche rights liability and preferred stock

warrant liability

Interest expense

Total other income (expense)

Net loss attributable to common stockholders

Other comprehensive loss

Unrealized loss on marketable securities

Comprehensive loss

Net loss per common share, basic and diluted

2 unchanged sentences

Acumen Pharmaceuticals, Inc.

Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit

Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands, except share data)

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Comprehensive

Stockholders’

Preferred Stock

1 unchanged sentence

Preferred Stock

Stockholders’

Share-based compensation

Issuance of milestone shares for cash, net of issuance costs of $ 16

Exercise of preferred stock warrant

Reclassification of preferred stock tranche rights liability upon issuance of milestone shares

Reclassification of warrant liability upon exercise of preferred stock warrant

Exercise of common stock warrants

Balance as of June 30, 2021

Three Months Ended June 30, 2020

Conversion of convertible preferred stock into common stock upon initial public offering

Issuance of common stock for cash, net of issuance costs of $ 15,441

Cashless exercise of common stock warrants

Stock options exercised

Unrealized loss on marketable securities

Share-based compensation

Balance as of September 30, 2021

Three Months Ended September 30, 2020

Stockholders’

Preferred Stock

Convertible Preferred

Stockholders’

Share-based compensation

Preferred Stock

Balance as of June 30, 2020

Six Months Ended June 30, 2021

Share-based compensation

Balance as of September 30, 2020

Acumen Pharmaceuticals, Inc.

Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands, except share data)

Nine Months Ended September 30, 2021

Comprehensive

Stockholders’

Preferred Stock

1 unchanged sentence

Preferred Stock

Stockholders’

Balance as of December 31, 2020

Share-based compensation

Issuance of milestone shares for cash, net of issuance costs of $ 16

3 unchanged sentences

Exercise of common stock warrants

Six Months Ended June 30, 2020

Conversion of convertible preferred stock into common stock upon initial public offering

Issuance of common stock for cash, net of issuance costs of $ 15,441

Cashless exercise of common stock warrants

Stock options exercised

Unrealized loss on marketable securities

Share-based compensation

Balance as of September 30, 2021

Nine Months Ended September 30, 2020

Stockholders’

Preferred Stock

Convertible Preferred

Stockholders’

Preferred Stock

Balance as of December 31, 2019

Share-based compensation

Balance as of June 30, 2020

Balance as of September 30, 2020

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended September 30,

Cash flows from operating activities

1 unchanged sentence

Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability

Stock-based compensation expense

Share-based compensation expense

Amortization of premiums on marketable securities, net

interest income from marketable securities

Changes in operating assets and liabilities:

4 unchanged sentences

Net cash used in operating activities

Cash flows from investing

Purchase of fixed asset s

Cash flows from investing activities

Purchases of available-for-sale

marketable securities

Purchases of property and equipment

Net cash used in investing activities

1 unchanged sentence

Proceeds from issuance of Series B milestone shares, net of issuance costs

Proceeds from exercise of Series A-1 warrant

Proceeds from exercise of Series A-1

Proceeds from exercise of common stock warrants

Payments for deferred offering costs

Proceeds from issuance of common stock upon initial public offering, net of issuance costs

Proceeds from stock option exercises

Net cash provided by financing activities

8 unchanged sentences

Reclassification of warrant liability upon exercise of preferred stock warrant

Deferred offering costs in accounts payable

Deferred offering costs in accrued expenses and other current liabilities

Conversion of convertible preferred stock into common stock upon initial public offering

The accompanying notes are an integral part of these unaudited condensed financial statements.

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(“Acumen” or the “Company”) was incorporated in 1996 in the state of Delaware.

Acumen discovers and develops targeted therapies for the treatment of Alzheimer’s disease.

Acumen’s lead drug candidate, ACU193, is a humanized monoclonal antibody which selectively targets amyloid-beta oligomers (“AßOs”).

Acumen and Merck & Co.

discovered and developed ACU193 through an eight-year research collaboration.

Acumen discovers and develops targeted therapies for the treatment of Alzheimer’s disease (“AD”).

Acumen’s lead drug candidate, ACU193, is a humanized monoclonal antibody which selectively targets amyloid-beta oligomers (“A b

Acumen and Merck & Co., Inc.

(“Merck”) discovered and developed ACU193 through an eight-year research collaboration.

Acumen currently holds exclusive rights to the program.

The Company submitted an Investigation Drug Application (“IND”) for ACU193 to the Food and Drug Administration (“FDA”) in the fourth quarter of 2020.

We initiated a Phase 1 clinical trial of ACU193 in patients with early Alzheimer’s disease in April 2021.

The Company submitted an Investigational New Drug Application (“IND”) for ACU193 to the Food and Drug Administration (“FDA”) in the fourth quarter of 2020.

We initiated a Phase 1 clinical trial of ACU193 in patients with early AD in April 2021, which we have named “INTERCEPT-AD.”

Approximately 62 individuals with early AD (mild cognitive impairment or mild dementia due to AD) are expected to be randomized into this double-blind, placebo-controlled, first-in-human

study of ACU193.

is designed to establish safety and proof of mechanism.

It consists of single-ascending-dose (“SAD”) and multiple-ascending-dose (“MAD”) cohorts and is designed to evaluate the safety, tolerability, pharmacokinetics (“PK”), and target engagement of intravenous doses of ACU193.

In October 2021, the Company announced the initial dosing of the first patient in the INTERCEPT-AD trial and subsequently successfully cleared the sentinel safety review.

Clinical trial site activation and patient recruitment and enrollment is ongoing and, subject to the rate of site activation and patient recruitment, the Company continues to anticipate topline data from this trial by the end of 2022 .

The Company is subject to the uncertainty of whether the Company’s intellectual property will develop into successful commercial products.

November 2020 Reverse Stock Split

On November 20, 2020, the Company effected a 1-for-30 reverse

On November 20, 2020, the Company effected a 1-for-30

stock split of its authorized, issued and outstanding shares of common stock and convertible preferred stock.

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No fractional shares of the Company’s common stock were issued in connection with the June 2021 Reverse Stock Split.

Any fractional share resulting from the June 2021 Reverse Stock Split was rounded down to the nearest whole share, and any stockholder entitled to a fractional share as a result of the June 2021 Reverse Stock Split will receive

a cash payment in lieu of receiving fractional shares.

Initial Public Offering

On July 6, 2021, the Company issued 9,999,999 shares of common stock in an initial public offering (“IPO”), and on July 8, 2021, the Company issued an additional

1,499,999 shares of common stock that were purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares at the public offering price less underwriting discounts and commissions.

On July 6, 2021, the Company issued 9,999,999 shares of common stock in an initial public offering (“IPO”), and on July 8, 2021, the Company issued an additional 1,499,999 shares of common stock that were purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares at the public offering price less underwriting discounts and commissions.

The price to the public for each share was $ 16.00 .

The aggregate net proceeds from the Company’s IPO, after underwriting discounts and commissions and other offering expenses of $ 15.4 million, were $ 168.6 million.

On July 6, 2021, in connection with the closing of the IPO,

477,297 shares of Series A, 7,985,305 shares of Series A-1,

and 19,770,070 shares of Series B convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock and warrants to purchase shares of common stock were automatically net exercised for the purchase of an aggregate of

178,847 shares of common stock.

On July 6, 2021, in connection with the closing of the IPO, 477,297 shares of Series A, 7,985,305 shares of Series A-1,

and 19,770,070 shares of Series B convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock.

Warrants to purchase shares of common stock were automatically net exercised for the purchase of an aggregate of 178,847 shares of common stock.

As a result of the IPO, the underwriters’ exercise of their option, the conversions of the Series A, A-1

and B convertible preferred stock, and the exercise of the warrants, the Company’s total number of outstanding shares increased by 39,911,517 immediately following the closing of the IPO.

See Note 9 for further information regarding subsequent events.

and B convertible preferred stock, and the exercise of the warrants, the Company’s total number of outstanding common shares increased by 39,911,517 immediately following the closing of the IPO.

Acumen Pharmaceuticals, Inc.

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The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable.

As of June 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $ 115.3 million and $ 27.0 million, respectively, and working capital of $ 66.1 million and $ 38.1 million, respectively.

The Company has historically relied on raising capital from venture capital firms and private investors and funding from a government grant to finance its operations.

As of September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $ 119.2 million and $ 27.0 million, respectively, and working capital of $ 203.4 million and $ 38.1 million, respectively.

Prior to the IPO, the Company historically relied on raising capital from venture capital firms and private investors and funding from a government grant to finance its operations.

On June 9, 2021, the Board and the holders of more than 67 % of the then outstanding shares of Series B convertible preferred stock held by the Series B purchasers (the “Requisite Investors”) elected to waive the achievement of the milestone subject to the terms and conditions of the Series B Preferred Stock Purchase Agreement (the “Series B Agreement”) and consummate the subsequent closing (the “Milestone Closing”) (see Note 5).

On June 17, 2021, the Milestone Closing for the Series B convertible preferred stock occurred, resulting in the sale of 7,908,027 shares of Series B convertible preferred stock at $ 3.80 per share for gross proceeds of $ 30.0 million.

As a result of the Milestone Closing and the closing of the Company’s IPO on July 6, 2021, management believes that its existing financial resources are sufficient to continue operating activities at least through 2024.

As a result of the Milestone Closing and the closing of the Company’s IPO on July 6, 2021, management believes that its existing cash and cash equivalents and marketable securities will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements at least through 2024.

Future capital requirements will depend upon many factors, including the timing and extent of spending on research and development and market acceptance of the Company’s products.

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The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts.

The impact of the coronavirus (“COVID-19”)

outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of COVID-19

on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.

In October 2021, the Company announced the initial dosing of the first patient in the INTERCEPT-AD trial and subsequently successfully cleared its sentinel safety review.

Clinical trial site activation and patient recruitment and enrollment is ongoing.

The Company has experienced delays in clinical site activation and patient enrollment in INTERCEPT-AD,

which the Company believes is a result of the ongoing coronavirus (“COVID-19”)

pandemic, which may delay the expected timeline of INTERCEPT-AD.

The Company believes that early in the third quarter of 2021, the Delta variant of COVID-19,

in particular, negatively impacted the Company’s ability to activate clinical trial sites as planned as a result of trial sites, especially in certain geographies within the United States that have been experiencing relatively higher rates of COVID-19, requiring more time to implement site activation requirements and enrollment efforts being impeded by lower-than-expected willingness of potential patients to visit active sites for screening.

Management believes that the decline in COVID-19

infections late in the third quarter of 2021 and continuing into the fourth quarter of 2021 should enable the Company to move forward in activating more sites and expanding the overall clinical trial footprint of INTERCEPT-AD.

Subject to the rate of site activation and patient recruitment, the Company continues to anticipate topline data from this trial by the end of 2022.

The ultimate impact of the COVID-19

pandemic on the Company’s business, results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19

pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s business, results of operations, financial position and cash flows may be materially adversely affected.

BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

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These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Emerging Growth Company

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Under the Jumpstart Our Business Startups Act of 2012, as amended, the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Use of Estimates

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.

These estimates and assumptions are based on current facts and historical experience, as well as other pertinent industry and regulatory authority information, including the potential future effects of

the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

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The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

The Company’s cash equivalents consist of funds held in a money market account.

The Company had $

million in cash equivalents as of

30, 2021 and December 31,

The Company’s cash equivalents consist of funds held in several money market accounts.

The Company had $ 134.8 million and $ 36.8 million in cash equivalents as of September 30, 2021 and December 31, 2020, respectively.

Marketable Securities

The Company considers its debt securities to be available-for-sale

Available-for-sale

securities are classified as cash equivalents, or as short-term or long-term marketable securities based on the maturity date at time of purchase and their availability to meet current operating requirements.

Marketable securities that mature in three months or less from the date of purchase are classified as cash equivalents.

Marketable securities, excluding cash equivalents, that mature in one year or less are classified as short-term available-for-sale

securities and are reported as a component of current assets.

Securities that are classified as available-for-sale

are measured at fair value with temporary unrealized gains and losses reported in other comprehensive loss, and as a component of stockholders’ deficit until their disposition or maturity.

See “Fair Value of Financial Instruments” below.

The Company reviews all available-for-sale

securities at each period end to determine if they remain available-for-sale

based on the Company’s current intent and ability to sell the security if it is required to do so.

Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method.

Marketable securities are subject to a periodic impairment review.

The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary.

In determining whether a decline in market value is other-than-temporary, various factors are considered, including the cause, duration of time and severity of the impairment, any adverse changes in the investees’ financial condition and the Company’s intent and ability to hold the security for a period of time sufficient to allow for an anticipated recovery in market value.

Declines in value judged to be other-than-temporary are included in the Company’s condensed statements of operations and comprehensive loss.

The Company did no t record any other-than-temporary impairments related to marketable securities in the Company’s condensed statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities.

Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits.

1 unchanged sentence

The Company has not experienced any losses on these deposits.

The Company’s marketable securities portfolio consists primarily of investments in money market funds, commercial paper and short-term high credit quality corporate debt securities.

Fair Value of Financial Instruments

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A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

The following tables present the Company’s fair value hierarchy for its money market securities, preferred stock tranche rights liability and preferred stock warrant liability measured at fair value on a recurring basis (in thousands):

The carrying values reported in the Company’s condensed balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), grant receivable, accounts payable, and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items.

The following tables present the Company’s fair value hierarchy for its money market securities, available-for-sale

marketable securities, preferred stock tranche rights liability and preferred stock warrant liability measured at fair value on a recurring basis (in thousands):

Fair value measurements at reporting date using

Fair Value at

June 30, 2021

Quoted Prices

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Inputs (Level 2)

Significant Other

Inputs (Level 2)

Fair Value at

September 30,

Assets included in:

1 unchanged sentence

Money market securities

Marketable securities

Commercial paper

Corporate debt securities

Asset-backed securities

treasury securities

Total fair value

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Fair value measurements at reporting date using

Quoted Prices

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Inputs (Level 2)

Significant Other

Inputs (Level 2)

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Total fair value

The carrying values reported in the Company’s condensed balance sheets for cash and cash equivalents, accounts payable, and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items.

The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets.

The Company’s portfolio of marketable securities is comprised of commercial paper, asset-backed securities, U.S.

treasury securities and short-term highly liquid, high credit quality corporate debt securities.

The fair value for the available-for-sale

marketable securities is determined based on valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

Refer to Note 5 for further information about the Level 3 rollforward of activity and Level 3 inputs.

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The allowance is management’s best estimate of probable losses.

Management determined that no allowance was necessary as of June 30, 2021 and December 31, 2020.

Management determined that no allowance was necessary as of September 30, 2021 and December 31, 2020.

Property and Equipment

Property and equipment consists primarily of computer equipment and is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer-related assets.

Convertible Preferred Stock

The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.

The Company has applied the guidance in ASC 480-10-S99-3A,

The Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.

The Company applied the guidance in ASC 480-10-S99-3A,

SEC Staff Announcement:

Classification and Measurement of Redeemable Securities

and has therefore classified the Series A, Series A-1

and therefore classified the Series A, Series A-1

and Series B convertible preferred stock as mezzanine equity.

The convertible preferred stock is recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets (a “Deemed Liquidation Event”), the convertible preferred stock will become redeemable at the option of the holders.

In the event of a change of control of the Company, proceeds received from the sale of such shares will be distributed in accordance with the corresponding liquidation preferences.

The convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets (a “Deemed Liquidation Event”), the convertible preferred stock would have become redeemable at the option of the holders.

In the event of a change of control of the Company, proceeds received from the sale of such shares would have been distributed in accordance with the corresponding liquidation preferences.

The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at any of the reporting dates.

Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made only if and when it becomes probable that such a liquidation event will occur.

As mentioned above in Note 1, in connection with the closing of the IPO, all of the outstanding shares of Series A, Series A-1

and Series B convertible preferred stock automatically converted into an equal number of shares of common stock on July 6, 2021.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Preferred Stock Tranche Rights Liability

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The tranche liability was initially recorded at fair value.

The proceeds from the sale of the convertible preferred stock were first allocated to the fair value of the tranche liability with the remaining proceeds from the sale of the convertible preferred stock allocated to the Series B convertible preferred stock.

The tranche liability was remeasured at each reporting period and upon the exercise of the obligation, with gains and losses arising from subsequent changes in its fair value recognized in other income and expense in the condensed statements of operations.

ated to the Series B convertible preferred stock.

As discussed above in Note 1, the Milestone Closing occurred on June 17, 2021 and, as a result, the remaining value of the tranche liability was reclassified to convertible preferred stock on the condensed balance sheet.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Preferred Stock Warrant Liability

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The warrant liability was initially recorded at fair value.

The warrant liability was remeasured at each reporting period and upon the exercise of the applicable warrant, with gains and losses arising from subsequent changes in its fair value recognized in other income and expense in the condensed statements of operations.

The warrant was exercised on June 22, 2021, and the remaining value of the warrant liability was reclassified to convertible preferred stock on the condensed balance sheet.

There were no preferred stock warrants outstanding as of September 30, 2021.

Common Stock Warrants

The Company assesses whether warrants issued require accounting as derivatives.

The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with FASB ASC Topic 815, Derivatives and Hedging

As such, the Company has concluded the warrants meet the scope exception for determining whether the instruments require accounting as derivatives and should be classified in stockholders’ equity.

The Company determined that its common stock warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with FASB ASC Topic 815, Derivatives and Hedging

As such, the Company

concluded the warrants met the scope exception for determining whether the instruments require accounting as derivatives and should be classified in stockholders’ equity.

In June 2021, several holders of warrants to purchase the Company’s common stock exercised their warrants and purchased a total of 137,446 shares of common stock at an exercise price of $ 4.47 .

On July 6, 2021, in connection with the closing of the Company’s IPO, the Company issued 178,847 shares of common stock in exchange for the 248,247 outstanding common stock warrants at an exercise price of $ 4.47 .

There were no common stock warrants outstanding as of September 30, 2021.

Grant and Other Revenue Recognition

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GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized.

Costs incurred are recorded in research and development and general and administrative expenses on the accompanying condensed statements of operations.

Costs incurred are recorded in research and development and general and administrative expenses on the accompanying condensed statements of operations and comprehensive loss.

The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606.

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When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.

Stock-based Compensation

The Company expenses stock-based compensation to employees, non-employees

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Share-based Compensation

The Company expenses share-based compensation to employees, non-employees

and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, which requires the use of a number of complex assumptions including the fair value of the common stock, expected volatility, risk-free interest rate, expected dividends, and the expected term of the option.

The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award.

All stock-based compensation costs are recorded in research and development expense or general and administrative expense in the condensed statements of operations based upon the respective employee’s or non-employee’s

The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award.

All share-based compensation costs are recorded in research and development expense or general and administrative expense in the condensed statements of operations and comprehensive loss based upon the respective employee’s or non-employee’s

roles within the Company.

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See also Note 7 below .

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Income taxes are recorded in accordance with ASC 740, Income Taxes

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The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

The Company has no t recorded any accruals related to uncertain tax positions as of June 30, 2021 and December 31, 2020.

The Company has no t recorded any accruals related to uncertain tax positions as of September 30, 2021 and December 31, 2020.

The Company’s policy is to record interest and penalties, if any, as part of income tax benefit.

No interest or penalties were recorded during the six months ended June 30, 2021 and 2020.

No interest or penalties were recorded during the nine months ended September 30, 2021 and 2020.

Net Loss Per Share of Common Stock

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method under which earnings are allocated to both common shares and participating securities based on their participation rights.

Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in any losses.

Net loss attributable to common stockholders was not allocated to the convertible preferred stock as the holders of the convertible preferred stock did not have a contractual obligation to share in any losses.

Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding during the period.

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The Company views its operations and manages its business in one segment.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Recently Issued Accounting Pronouncements

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The adoption of Topic 842 is not expected to have a material impact on the financial statements.

In June 2016, the FASB issued ASU 2016-13,

Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments

, which was codified with its subsequent amendments as ASC 326.

ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date.

The amendments require an entity to replace the incurred loss impairment methodology in current U.S.

GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The updated guidance is effective for the Company for annual reporting periods beginning after December 15, 2022, and early adoption is permitted.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No.

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removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

This guidance is effective for the Company for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its financial statements.

MARKETABLE SECURITIES

Marketable securities consisted of the following as of September 30, 2021 (in thousands):

Gross Unrealized

Available-for-sale

securities, short-term

Commercial paper

Corporate debt securities

Asset-backed securities

Total available-for-sale

securities, short-term

Available-for-sale

securities, long-term

Corporate debt securities

Asset-backed securities

treasury securities

Total available-for-sale

securities, long-term

Total available-for-sale

As of September 30, 2021, the Company’s available-for-sale

securities classified as short-term mature in one year or less and the Company’s available-for-sale

securities classified as long-term mature within two years .

All of the Company’s available-for-sale

marketable securities in an unrealized loss position as of September 30, 2021 were in a loss position for less than twelve months.

Unrealized losses on available-for-sale

securities as of September 30, 2021 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

Accordingly, no other-than-temporary impairment was recorded for the three and nine months ended September 30, 2021.

The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

Acumen Pharmaceuticals, Inc.

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Prepaid expenses and other current assets consisted of the following (in thousands):

September 30,

Prepaid insurance

Research and development service agreements

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Accrued expenses and other current liabilities consisted of the following (in thousands):

Research and development

September 30,

Bonuses and other employee liabilities

Research and development

Professional fees

Total accrued expenses and other current liabilitie s

CONVERTIBLE PREFERRED STOCK, TRANCHE LIABILITY AND WARRANT LIABILIT Y

Total accrued expenses and other current liabilities

CONVERTIBLE PREFERRED STOCK, TRANCHE LIABILITY AND WARRANT LIABILITY

Convertible Preferred Stock

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See “ Series B Convertible Preferred Stock Tranche Rights Liability

As discussed above in Note 1, on June 9, 2021, the Board and the Requisite Investors elected to waive the achievement of the milestone subject to the terms and conditions of the Series B Agreement and consummate the Milestone Closing and, on June 17, 2021, the Milestone Closing occurred, resulting in the sale of 7,908,027 shares of Series B convertible preferred stock at $ 3.80 per share for gross proceeds of $ 30 .0 million.

On June 22, 2021, a warrant to purchase 447,426 shares of Series A-1

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Convertible Preferred Stock Warrant Liability”

Convertible preferred stock consisted of the following (in thousands, except share and per share data):

June 30, 2021

below), bringing the total number of Series A-1

convertible preferred shares outstanding to 7,985,305 .

Additionally, on July 6, 2021, in connection with the closing of the IPO, 477,297 shares of Series A, 7,985,305 shares of Series A-1,

and 19,770,070 shares of Series B convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock.

There were no shares of convertible preferred stock outstanding as of September 30, 2021.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

December 31, 2020

Convertible preferred stock consisted of the following as of Dec e

mber 31, 2020 (in thousands, except share and per share data):

Weighted Average

Issuance Price per

The holders of Series B, Series A-1

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If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series B convertible preferred stock were insufficient to permit full payment to such holders, the entire assets and funds of the Company legally available for distribution would have been distributed ratably among the holders of the Series B convertible preferred stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series A-1

convertible preferred stock were entitled to receive, prior and in preference to, holders of Series A convertible preferred stock and holders of common stock, in the amount of the original issue price plus any declared but unpaid dividends thereon.

If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series

convertible preferred stock were insufficient to permit full payment to such holders, the entire assets and funds of the Company legally available for distribution would have been distributed ratably among the holders of the Series

If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series A-1

convertible preferred stock.

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convertible preferred stock, voting together as a single class, were also entitled to elect two directors to the Board.

The holders of common stock, exclusively and as a separate class, are entitled to elect

two directors to the Board.

The holders of common stock, exclusively and as a separate class, are entitled to elect two directors to the Board.

The final director to the Board was designated by the holders of a majority of the shares of the preferred stock and common stock, voting together as a single class.

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Probability of achievement of Milestone Closing

For the other portion of the hybrid method used as of

, 2021, the fair value for the tranche liability was estimated based upon an allocation of the underlying equity value, which was determined using an IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario.

The estimated fair value of the tranche liability was $ 81,190,000 and $ 5,033,000 as of the Milestone Closing on June 17

, 2021 and December 31, 2020, respectively.

The significant increase in the June 17

, 2021 valuation stems from

a shift in methodology from an option pricing method (“OPM”) to a Hybrid Model where the concluded value of the forward tranche is derived by the sum of the probability weighted present value of the forward tranche in the Stay Private and IPO scenarios (with the former including all other potential exit scenarios other than an imminent IPO ),

as well as the increase in the probability of achievement of the Milestone Closing.

The resulting difference in estimated fair value was

recognized as a change in fair value within other income in the accompanying condensed statements of operations.

The tranche liability was revalued each reporting period with the change in fair value recorded in the accompanying condensed statements of operations through the issuance of the Milestone Shares on June 17, 2021.

Following the Milestone Closing, the

remaining tranche

liability was reclassified to convertible preferred stock on the condensed balance sheet.

For the other portion of the hybrid method used as of June 17, 2021, the fair value for the tranche liability was estimated based upon an allocation of the underlying equity value, which was determined using an IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario.

The estimated fair value of the tranche liability was $ 81,190,000 and $ 5,033,000 as of the Milestone Closing on June 17, 2021 and December 31, 2020, respectively.

The significant increase in the June 17, 2021 valuation stems from both a shift in methodology from an option pricing method (“OPM”) to a Hybrid Model where the concluded value of the forward tranche is derived by the sum of the probability weighted present value of the forward tranche in the Stay Private and IPO scenarios (with the former including all other potential exit scenarios other than an imminent IPO), as well as the increase in the probability of achievement of the Milestone Closing.

The resulting difference in estimated fair value was recognized as a change in fair value within other income in the accompanying condensed statements of operations.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

The tranche liability was revalued each reporting period with the change in fair value recorded in the accompanying condensed statements of operations and comprehensive loss through the issuance of the Milestone Shares on June 17, 2021.

Following the Milestone Closing, the remaining tranche liability was reclassified to convertible preferred stock on the condensed balance sheet.

Convertible Preferred Stock Warrant Liability

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convertible preferred stock.

As such, it was revalued each reporting period with the change in fair value recorded in the accompanying condensed statements of operations until the warrant was exercised on June 22, 2021.

As such, it was revalued each reporting period with the change in fair value recorded in the accompanying condensed statements of operations and comprehensive loss until the warrant was exercised on June 22, 2021.

The fair value of the warrant liability was estimated using the OPM backsolve method as of December 31, 2020 and using a hybrid method, which included an OPM backsolve in the Stay Private scenario as of June 22, 2021.

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Expected dividend yield

The hybrid method used to value the warrant liability at June 22

, 2021 considered both the underlying equity value determined using the OPM backsolve method in a Stay Private scenario, as well as the underlying equity value that was determined using an expected IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario.

The hybrid method used to value the warrant liability at June 22, 2021 considered both the underlying equity value determined using the OPM backsolve method in a Stay Private scenario, as well as the underlying equity value that was determined using an expected IPO value as estimated through analysis of IPOs for comparable guideline companies, to arrive at a value per share in the IPO scenario.

The underlying equity values from each approach were probability weighted based upon the expected likelihood of each scenario.

The fair value of the warrant liability was estimated to be $ 12.02 and $ 0.85 as of June 22

, 2021 and December 31, 2020, respectively .

The fair value of the warrant liability was estimated to be $ 12.02 and $ 0.85 as of June 22, 2021 and December 31, 2020, respectively.

The following table provides a reconciliation of the tranche liability and warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands):

Stock Warrant

Balance, December 31, 2020

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Settlement of warrant liability upon exercise of warrant

Balance, June 30, 2021

STOCKHOLDERS’ DEFICIT

Authorized Shares

The Company amended its certificate of incorporation on November 20, 2020, such that the total number of shares of common stock authorized to be issued was increased to 50,500,000 , and the total number of shares of preferred stock authorized to be issued was increased to 42,066,830 , of which 711,203 were designated Series A convertible preferred stock, 11,898,177 were designated as Series A-1

convertible preferred stock and 29,457,450 were designated as Series B convertible preferred stock.

The certificate of incorporation was also amended for the reverse stock splits that became effective on June 23, 2021 and November 20, 2020, but there were no changes to the authorized shares as a result of the reverse stock split that became effective on June 23, 2021 (see Note 1).

See additional information in Note 9 related to an amendment to the Company’s certificate of incorporation effective upon the closing of the IPO on July 6, 2021.

Balance, September 30, 2021

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

As of June 30, 2021, the Company’s Amended and Restated Certificate of Incorporation authorized the issuance of 50,500,000 shares of common stock, $ 0.0001 par value per share.

Each share of common stock was entitled to one voting right.

The holders of common stock were entitled to elect two directors to the Board.

Holders of common stock, voting together as a single class with the holders of preferred stock, could also designate an additional director to the Board.

Common stock owners were entitled to dividends when funds are legally available and declared by the Board.

STOCKHOLDERS’ EQUITY (DEFICIT)

Authorized Shares

On July 6, 2021, the Company issued 9,999,999 shares of common stock in an IPO,

and on July 8, 2021, the Company issued an additional 1,499,999 shares of common stock that were purchased by the underwriters pursuant to the underwriters’ option to purchase additional shares at the public offering price less underwriting discounts and commissions.

The price to the public for each share was $ 16.00 .

The aggregate net proceeds from the Company’s IPO, after underwriting discounts and commissions and other offering expenses of $ 15.4 million, were $ 168.6 million.

Effective upon the closing of the IPO on July 6, 2021, the Company amended its certificate of incorporation such that the total number of shares of all classes of capital stock authorized to be issued was increased to 310,000,000 , with 10,000,000 shares designated as preferred stock with a par value of $ 0.0001 , and 300,000,000 shares designated as common stock with a par value of $ 0.0001 .

preferred stock and 29,457,450 were designated as Series B convertible preferred stock.

As of September 30, 2021, the Company’s Amended and Restated Certificate of Incorporation authorized the issuance of 300,000,000 shares of common stock, $ 0.0001 par value per share.

Each share of common stock is entitled to one voting right.

Common Stock Warrants

In June 2021, several holders of warrants to purchase the Company’s common stock exercised their warrants and purchased a total

of 137,446 shares of common stock at an exercise price of $ 4.47 .

As of June 30, 2021 and December 31, 2020, the remaining outstanding warrants to purchase the Company’s common stock were comprised of the following:

Exercise Price

In accordance with ASC 815, the common stock warrants issued in 2014 through 2017 did not meet the definition of a derivative and were classified in stockholders’ deficit in the condensed consolidated balance sheets.

In June 2021, several holders of warrants to purchase the Company’s common stock exercised their warrants and purchased a total of 137,446 shares of common stock at an exercise price of $ 4.47 , leaving 248,247 common stock warrants outstanding as of June 30, 2021.

On July 6, 2021, the Company issued 178,847 shares of common stock in exchange for the remaining 248,247 outstanding common stock warrants at an exercise price of $ 4.47 .

As of September 30, 2021, there were no common stock warrants outstanding.

As of December 31, 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following:

Expiration Dates

June 30, 3021

December 31, 2020

Warrants issued in 2014

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Total Warrants

STOCK-BASED COMPENSATION

2013 Stock Performance Plan

On April 8, 2013, the Board and stockholders adopted the Company’s Amended and Restated Stock Performance Plan (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”).

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

SHARE-BASED COMPENSATION

2021 Equity Incentive Plan

The 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options to employees, and the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants, became effective on June 30, 2021.

Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan was 7,698,282 shares, which is the sum of (1) 3,550,000 new shares, plus (2) 667,104

shares that remained available for issuance under the Company’s Amended and Restated Stock Performance Plan that was adopted by the Board and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”) at the time the 2021 Plan became effective, plus (3) any shares subject to outstanding stock options or other stock awards that were granted under the 2013 Plan that, on or after the 2021 Plan became effective, terminate or expire prior to exercise or settlement, are settled in cash, are forfeited or repurchased because of the failure to vest, or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price in accordance with the terms of the 2013 Plan.

In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or a lesser number of shares determined by the Board prior to the applicable January 1.

The maximum number of shares of the Company’s common stock that may be issued upon the exercise of incentive stock options under the 2021 Plan is 12,000,000 .

As of September 30, 2021, 4,217,104 shares were authorized for issuance under the 2021 Plan and 4,033,681

shares remained available for issuance under the 2021 Plan.

The 2013 Plan provided for the grant of incentive stock options, nonstatutory stock options, issuance of shares of restricted stock and other equity awards to the Company’s employees, officers, directors, consultants and advisors.

All outstanding awards issued under the 2013 Plan remain subject to the terms of the 2013 Plan.

As of June 30, 2021, the aggregate number of shares authorized for issuance under the 2013 Plan totaled 4,179,202 and there were 483,681 shares available for future grants.

As of September 30, 2021, there were 3,478,942 options outstanding under the 2013 Plan.

Stock Options

The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the six months ended June 30, 2021 with the following weighted average assumptions:

The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the nine months ended September 30, 2021 with the following weighted average assumptions:

Risk-free interest rate

0.4 % - 0.5 %

Expected term in years

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Expected dividend yield

The weighted average grant date fair value of options granted during the nine months ended September 30, 2021, was $ 1.34 per share.

There were no options granted during the three months ended September 30, 2021, nor did the Company grant any options during the three or nine months ended September 30, 2020.

The fair value of the Company’s common stock underlying the stock options has historically been determined by the Board with assistance from management and, occasionally with input from an independent third-party valuation firm.

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The fair value of common stock was determined considering a number of objective and subjective factors, including valuations of comparable companies, sales of convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

As of June 30, 2021 and December 31, 2020, management estimated the fair value of a share of common stock to be $ 16.00 and

, respectively.

As of June 30, 2021, the date of the last option grant, and December 31, 2020 ,

management estimated the fair value of a share of common stock to be $ 16.00 and $ 0.83 , respectively.

The fair value as of June 30, 2021 was based upon the per share offering price of the Company’s common stock to the public in its IPO which closed on July 6, 2021.

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Expected dividend yield

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

The stock options granted after December 31, 2017 vest monthly over 24 or 36 months and have a ten-year

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Stock options granted prior to December 31, 2017 were either fully vested upon grant or generally vested monthly over a range of three to 24 months and have a ten-year

The Company is a private company as of June 30, 2021 and lacks company-specific historical and implied volatility information.

The Company became publicly traded in July 2021 and lacks company-specific historical and implied volatility information.

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

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Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The weighted average grant date fair value of options granted during the six months ended June 30, 2021 was $ 1.34 per share.

There were no options granted during the six months ended June 30, 2020 .

The following table reflects summarized stock option activity:

Stock Options

Weighted Average

Exercise Price

Life (in years)

(in thousands)

Weighted Average

Contractual Life

Aggregate Intrinsic

Value (in thousands)

Outstanding at December 31, 2020

Options granted

Outstanding at June 30, 2021

Vested and exercisable at June 30, 2021

As of June 30, 2021, total unrecognized compensation costs related to unvested stock option awards granted was approximately

million, which the Company expects to recognize over a weighted-average period of approximately

The Company recorded stock-based compensation expense related to stock options in the following expense categories of its condensed statements of operations for the periods shown:

Three Months Ended June 30,

Six Months Ended June 30,

Outstanding at September 30, 2021

Vested and exercisable at September 30, 2021

As of September 30, 2021, total unrecognized compensation costs related to unvested stock option awards granted was approximately $ 3.1 million, which the Company expects to recognize over a weighted-average period of approximately 3.2 years.

he Company recorded share-based compensation expense related to stock options in the following expense categories of its condensed statements of operations and comprehensive loss for the periods shown:

Three Months Ended

September 30,

Nine Months Ended

September 30,

General and administrative

Research and development

Total stock-based compensation

Total share-based compensation

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “ESPP”), which permits employees to purchase shares of the Company’s common stock, became effective on June 30, 2021.

A total of 375,000 shares of the Company’s common stock were initially reserved for sale under the ESPP.

The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, by the lesser of (1) 1 % of the total number of shares of the Company’s common stock outstanding on the last day of the fiscal year before the date of the automatic increase, and (2) 800,000 shares;

provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (1) and (2).

As of September 30, 2021, there have been no purchases of shares under the ESPP.

COMMITMENTS AND CONTINGENCIES

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From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

The Company has been subleasing space in Indiana since March 1, 2020 under a lease that expired on December 31, 2020.

The Company has been subleasing space in Indiana since March 1, 2020, under a lease that initially expired on December 31, 2020.

The Company executed a new sublease for this space that was effective February 1, 2021.

The term of the sublease is for 31 months, expiring on August 30, 2023.

The Company will pay monthly rent of $ 12,719 and is also allowing others to sublease a portion of the space from the Company for less than a one-year

As of June 30, 2021, the remaining aggregate minimum rent obligation over the remaining term was approximately $ 331,000 .

At June 30, 2021, future minimum lease payments under lease agreements (including short-term leases) associated with our operations were as follows (in thousands):

The Company pays monthly rent of $ 12,719 and is allowing others to sublease a portion of the space from the Company for less than a one-year

As of September 30, 2021, the remaining aggregate minimum rent obligation over the remaining term was approximately $ 293,000 .

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

As of September 30, 2021, future minimum lease payments under this lease agreement associated with the Company’s operations were as follows (in thousands):

Year ended December 31, 2021 (remaining 3 months)

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The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive:

Six Months Ended June 30,

Nine Months Ended

September 30,

Shares issuable upon conversion of Series A Preferred Stock

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Preferred Stock

Shares issuable upon conversion of Series B Preferred Stock

Shares issuable upon exercise of stock options

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SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through August 16, 2021 to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements.

Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Initial Public Offering

On July 6, 2021, the Company issued 9,999,999 shares of common stock in an IPO, and on July 8, 2021, the Company issued an additional

The price to the public for each share was

The aggregate net proceeds from the Company’s IPO, after underwriting discounts and commissions and other offering expenses of $ 15.4 million, were $ 168.6 million .

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

On July 6, 2021,

in connection with the closing of the IPO, 477,297 shares of Series A, 7,985,305 shares of Series A-1,

shares of common stock.

As a result of the IPO, the underwriters’ exercise of their option, the conversions of the Series A, A-1

and B convertible preferred stock , and the exercise of the warrants ,

the Company’s total number of outstanding shares increased by 39,911,517 immediately following the closing of the IPO.

Authorized Shares

Effective upon the closing of the IPO on July 6, 2021,

the Company amended its certificate of incorporation such that the total number of shares of all classes of capital stock authorized to be issued was increased to 310,000,000 , with 10,000,000 shares designated as preferred stock with a par value of $ 0.0001 , and 300,000,000 shares designated as common stock with a par value of $ 0.0001 .

Each share of common stock is entitled to one voting right.

2021 Equity Incentive Plan

3,550,000 new shares, plus any shares that were still available for future grants under the 2013 Plan, as well as any shares that are returned due to expiration or other termination, forfeiture, withholding or reacquisition, may be issued under the 2021 Plan.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “ESPP”), which permits employees to purchase shares of the Company’s common stock, became effective on July 6, 2021.

A total of 375,000 shares of our common stock will initially be reserved for issuance under the ESPP.

The Company has completed an evaluation of all subsequent events through November 15, 2021 to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements