3 unchanged sentences
(in thousands, except share and per share data)
−Removed: September 30,
+Added: March 31, 2022
+Added: December 31, 2021
Current assets
1 unchanged sentence
Marketable securities, short-term
−Removed: Grant receivable
Prepaid expenses and other current assets
2 unchanged sentences
Property and equipment, net
−Removed: LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
1 unchanged sentence
Accrued expenses and other current liabilities
−Removed: Preferred stock tranche rights liability
−Removed: Preferred stock warrant liability
+Added: Operating lease liability, current portion
+Added: Total current liabilities
+Added: Operating lease liability, net of current portion
Total liabilities
−Removed: Series A convertible preferred stock, $ 0.0001 par value;
−Removed: no shares authorized, issued and outstanding as of September 30, 2021;
−Removed: 711,203 shares authorized and 477,297 shares issued and outstanding as of December 31, 2020;
−Removed: liquidation preference of $ 1,067 as of December 31, 2020
−Removed: convertible preferred stock, $ 0.0001 par value;
−Removed: no shares authorized, issued and outstanding as of September 30, 2021;
−Removed: 11,898,177 shares authorized and 7,537,879 shares issued and outstanding as of December 31, 2020;
−Removed: liquidation preference of $ 16,847 as of December 31, 2020
−Removed: Series B convertible preferred stock, $ 0.0001 par value;
−Removed: no shares authorized, issued and outstanding at September 30, 2021;
−Removed: 29,457,450 shares authorized and 11,862,043 shares issued and outstanding as of December 31, 2020;
−Removed: liquidation preference of $ 45,070 as of December 31, 2020
−Removed: Stockholders’ deficit
+Added: Commitments and contingencies (Note 9
+Added: Stockholders’ equity
Preferred stock, $ 0.0001 par value;
−Removed: 10,000,000 shares authorized and no shares issued and outstanding as of September 30, 2021;
−Removed: no shares authorized, issued and outstanding as of December 31, 2020
+Added: 10,000,000 shares authorized and no shares issued and outstanding as of March 31, 2022 and December 31, 202 1
Common stock, $ 0.0001 par value;
−Removed: 300,000,000 shares authorized and 40,470,323 shares issued and outstanding as of September 30, 2021;
−Removed: 50,500,000 shares authorized and 419,124 shares issued and outstanding as of December 31, 2020
+Added: 300,000,000 shares authorized and 40,473,270 shares issued and outstanding as of March 31, 2022 and December 31, 2021
Additional paid-in
1 unchanged sentence
Accumulated other comprehensive loss
−Removed: Total stockholders’ equity (deficit)
−Removed: Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
+Added: Total stockholders’ equity
+Added: Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these unaudited condensed financial statements.
2 unchanged sentences
(in thousands, except share and per share data)
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
−Removed: Grant and other revenue
+Added: Three Months Ended March 31,
Operating expenses
4 unchanged sentences
Other income (expense)
+Added: Interest income, net
Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability
−Removed: Interest income
−Removed: Interest expense
+Added: Other income, net
Total other income (expense)
8 unchanged sentences
(in thousands, except share data)
−Removed: Three Months Ended September 30, 2021
Comprehensive
Stockholders’
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Balance as of June 30, 2021
−Removed: Conversion of convertible preferred stock into common stock upon initial public offering
−Removed: Issuance of common stock for cash, net of issuance costs of $ 15,441
−Removed: Cashless exercise of common stock warrants
−Removed: Stock options exercised
−Removed: Unrealized loss on marketable securities
−Removed: Share-based compensation
−Removed: Balance as of September 30, 2021
−Removed: Three Months Ended September 30, 2020
−Removed: Stockholders’
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Balance as of June 30, 2020
−Removed: Share-based compensation
−Removed: Balance as of September 30, 2020
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)
−Removed: (in thousands, except share data)
−Removed: Nine Months Ended September 30, 2021
−Removed: Comprehensive
−Removed: Stockholders’
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
Balance as of December 31, 2021
−Removed: Issuance of milestone shares for cash, net of issuance costs of $ 16
−Removed: Exercise of preferred stock warrant
−Removed: Reclassification of preferred stock tranche rights liability upon issuance of milestone shares
−Removed: Reclassification of warrant liability upon exercise of preferred stock warrant
−Removed: Exercise of common stock warrants
−Removed: Conversion of convertible preferred stock into common stock upon initial public offering
−Removed: Issuance of common stock for cash, net of issuance costs of $ 15,441
−Removed: Cashless exercise of common stock warrants
−Removed: Stock options exercised
Unrealized loss on marketable securities
Share-based compensation
−Removed: Balance as of September 30, 2021
−Removed: Nine Months Ended September 30, 2020
+Added: Balance as of March 31, 2022
Stockholders’
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
+Added: Convertible Preferred Stock
+Added: Convertible Preferred Stock
+Added: Convertible Preferred Stock
Balance as of December 31, 2020
Share-based compensation
−Removed: Balance as of September 30, 2020
+Added: Balance as of March 31, 2021
The accompanying notes are an integral part of these unaudited condensed financial statements.
2 unchanged sentences
(in thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash flows from operating activities
1 unchanged sentence
Change in fair value of preferred stock tranche rights liability and preferred stock warrant liability
−Removed: Share-based compensation expense
−Removed: Amortization of premiums on marketable securities, net
−Removed: interest income from marketable securities
+Added: Stock-based compensation expense
+Added: Amortization of premiums and accretion of discounts on marketable securities, net
+Added: Amortization of right-of-use
Changes in operating assets and liabilities:
−Removed: Grant receivable
Prepaid expenses and other current assets
Accounts payable
+Added: Operating lease liability
Accrued expenses and other current liabilities
1 unchanged sentence
Cash flows from investing activities
−Removed: Purchases of available-for-sale
−Removed: marketable securities
+Added: Purchases of marketable securities
+Added: Proceeds from maturities and sales
+Added: of marketable securities
Purchases of property and equipment
Net cash used in investing activities
−Removed: Cash flows from financing activities
−Removed: Proceeds from issuance of Series B milestone shares, net of issuance costs
−Removed: Proceeds from exercise of Series A-1
−Removed: Proceeds from exercise of common stock warrants
−Removed: Proceeds from issuance of common stock upon initial public offering, net of issuance costs
−Removed: Proceeds from stock option exercises
−Removed: Net cash provided by financing activities
Net change in cash and cash equivalents
4 unchanged sentences
Cash paid for interest
−Removed: Supplemental disclosure of noncash financing activities
−Removed: Reclassification of preferred stock tranche rights liability upon share issuance
−Removed: Reclassification of warrant liability upon exercise of preferred stock warrant
−Removed: Conversion of convertible preferred stock into common stock upon initial public offering
+Added: Supplemental disclosure of noncash investing and financing activities
+Added: Purchases of property and equipment in accounts payable
+Added: Deferred offering costs in accrued expenses and other current liabilities
The accompanying notes are an integral part of these unaudited condensed financial statements.
4 unchanged sentences
(“Acumen” or the “Company”) was incorporated in 1996 in the state of Delaware.
−Removed: Acumen discovers and develops targeted therapies for the treatment of Alzheimer’s disease (“AD”).
−Removed: Acumen’s lead drug candidate, ACU193, is a humanized monoclonal antibody which selectively targets amyloid-beta oligomers (“A b
−Removed: Acumen and Merck & Co., Inc.
−Removed: (“Merck”) discovered and developed ACU193 through an eight-year research collaboration.
−Removed: Acumen currently holds exclusive rights to the program.
−Removed: The Company submitted an Investigational New Drug Application (“IND”) for ACU193 to the Food and Drug Administration (“FDA”) in the fourth quarter of 2020.
−Removed: We initiated a Phase 1 clinical trial of ACU193 in patients with early AD in April 2021, which we have named “INTERCEPT-AD.”
−Removed: 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
−Removed: study of ACU193.
−Removed: is designed to establish safety and proof of mechanism.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
+Added: Acumen is a clinical-stage biopharmaceutical company developing a novel disease-modifying approach to target what the Company believes to be a key underlying cause of Alzheimer’s disease (“AD”).
+Added: Acumen’s sole drug candidate, ACU193, is a humanized monoclonal antibody which selectively targets amyloid-beta oligomers.
The Company is subject to the uncertainty of whether the Company’s intellectual property will develop into successful commercial products.
−Removed: November 2020 Reverse Stock Split
−Removed: On November 20, 2020, the Company effected a 1-for-30
−Removed: stock split of its authorized, issued and outstanding shares of common stock and convertible preferred stock.
−Removed: Accordingly, all share and per share amounts for the periods presented in the accompanying financial statements and these notes have been adjusted retroactively, where applicable, to reflect this reverse stock split.
−Removed: On November 20, 2020, the Company also increased the number of shares of preferred stock and common stock authorized for issuance (see Note 6).
June 2021 Reverse Stock Split
−Removed: The Company’s Board of Directors (“Board”) approved a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-1.49
−Removed: basis (the “June 2021 Reverse Stock Split”), which was effected on June 23, 2021.
+Added: The Company’s Board of Directors (“Board”) approved a reverse split of shares of the Company’s common stock and convertible preferred stock on a 1-for-1.49 basis (the “June 2021 Reverse Stock Split”), which was effected on June 23, 2021.
The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the June 2021 Reverse Stock Split.
6 unchanged sentences
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.
−Removed: 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,
−Removed: and 19,770,070 shares of Series B convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock.
+Added: 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.
−Removed: As a result of the IPO, the underwriters’ exercise of their option, the conversions of the Series A, A-1
−Removed: 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.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
+Added: 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 common shares increased by 39,911,517 immediately following the closing of the IPO.
Liquidity and Capital Resources
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.
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: 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.
+Added: As of March 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $ 136.7 million and $ 127.6 million, respectively, and working capital of $ 188.1 million and $ 193.5 million, respectively.
+Added: Management believes that its existing financial resources are sufficient to continue operating activities at least through 2025.
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.
6 unchanged sentences
The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts.
−Removed: 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.
+Added: The Company initiated a Phase 1 clinical trial of ACU193 in 2021, which the Company named “INTERCEPT-AD.” In October 2021, the Company announced the initial dosing of the first patient in the INTERCEPT-AD
+Added: trial and the subsequent successful sentinel safety review of the first two patients.
+Added: Due to delays in clinical trial site activation and patient enrollment that the Company believes are principally related to effects of the coronavirus (“COVID-19”)
+Added: pandemic, the Company is expanding the anticipated number of trial sites to support its enrollment objectives and anticipated timelines.
Clinical trial site activation and patient recruitment and enrollment is ongoing.
−Removed: The Company has experienced delays in clinical site activation and patient enrollment in INTERCEPT-AD,
−Removed: which the Company believes is a result of the ongoing coronavirus (“COVID-19”)
−Removed: pandemic, which may delay the expected timeline of INTERCEPT-AD.
−Removed: The Company believes that early in the third quarter of 2021, the Delta variant of COVID-19,
−Removed: 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.
−Removed: Management believes that the decline in COVID-19
−Removed: 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.
−Removed: 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.
+Added: Based on current site activations and enrollment rates, the Company anticipates reporting its topline data from this trial in the first half of 2023.
The ultimate impact of the COVID-19
1 unchanged sentence
These developments and the impact of the COVID-19
−Removed: pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted.
−Removed: 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.
+Added: pandemic, and the ongoing military conflict between Russia and Ukraine and related sanctions against Russia, on the financial markets and the overall economy are highly uncertain and cannot be predicted.
+Added: 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.
+Added: Acumen Pharmaceuticals, Inc.
+Added: Notes to Condensed Financial Statements
BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
Basis of Presentation
−Removed: The accompanying condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S.
+Added: The accompanying unaudited condensed financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S.
GAAP”) for interim financial information and the instructions to Form 10-Q
2 unchanged sentences
GAAP for complete financial statements.
−Removed: In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
+Added: In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S.
GAAP have been condensed or omitted.
−Removed: These condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Emerging Growth Company
−Removed: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date.
−Removed: Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s condensed financial statements upon adoption.
−Removed: 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.
+Added: These unaudited condensed financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.
+Added: A description of the Company’s significant accounting policies is included in the Company’s annual report on Form 10-K.
+Added: Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 28, 2022.
Use of Estimates
−Removed: The preparation of condensed financial statements in conformity with U.S.
−Removed: 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.
−Removed: 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 COVID-19
−Removed: 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.
−Removed: Actual results may differ materially and adversely from these estimates.
+Added: The preparation of financial statements in conformity with U.S.
+Added: 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 unaudited condensed financial statements, as well as the reported amounts of expenses during the reporting periods.
+Added: These estimates and assumptions are based on the Company’s historical experience, and on various other factors that management believes are reasonable under the circumstances, 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.
+Added: Actual results may differ from these estimates under different assumptions or conditions.
To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
−Removed: Cash and Cash Equivalents
−Removed: 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.
−Removed: The Company’s cash equivalents consist of funds held in several money market accounts.
−Removed: The Company had $ 134.8 million and $ 36.8 million in cash equivalents as of September 30, 2021 and December 31, 2020, respectively.
−Removed: Marketable Securities
−Removed: The Company considers its debt securities to be available-for-sale
−Removed: Available-for-sale
−Removed: 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.
−Removed: Marketable securities that mature in three months or less from the date of purchase are classified as cash equivalents.
−Removed: Marketable securities, excluding cash equivalents, that mature in one year or less are classified as short-term available-for-sale
−Removed: securities and are reported as a component of current assets.
−Removed: Securities that are classified as available-for-sale
−Removed: 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.
−Removed: See “Fair Value of Financial Instruments” below.
−Removed: The Company reviews all available-for-sale
−Removed: securities at each period end to determine if they remain available-for-sale
−Removed: based on the Company’s current intent and ability to sell the security if it is required to do so.
−Removed: Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method.
−Removed: Marketable securities are subject to a periodic impairment review.
−Removed: 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.
−Removed: 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.
−Removed: Declines in value judged to be other-than-temporary are included in the Company’s condensed statements of operations and comprehensive loss.
−Removed: 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.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Concentrations of Credit Risk
−Removed: Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities.
−Removed: Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits.
−Removed: Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality.
−Removed: The Company has not experienced any losses on these deposits.
−Removed: 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.
−Removed: Fair Value of Financial Instruments
−Removed: The Company’s financial assets and liabilities are accounted for in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosure
−Removed: which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
−Removed: The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
−Removed: Level 1— Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
−Removed: Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities;
−Removed: quoted prices in markets that are not active;
−Removed: or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life.
−Removed: Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
−Removed: To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement.
−Removed: Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3.
−Removed: 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.
−Removed: 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.
−Removed: The following tables present the Company’s fair value hierarchy for its money market securities, available-for-sale
−Removed: marketable securities, preferred stock tranche rights liability and preferred stock warrant liability measured at fair value on a recurring basis (in thousands):
−Removed: Fair value measurements at reporting date using
−Removed: Quoted Prices in
−Removed: Active Markets
−Removed: for Identical
−Removed: Assets (Level 1)
−Removed: Significant Other
−Removed: Inputs (Level 2)
−Removed: Fair Value at
−Removed: September 30,
−Removed: Assets included in:
−Removed: Cash and cash equivalents
−Removed: Money market securities
−Removed: Marketable securities
−Removed: Commercial paper
−Removed: Corporate debt securities
−Removed: Asset-backed securities
−Removed: treasury securities
−Removed: Total fair value
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Fair value measurements at reporting date using
−Removed: Quoted Prices in
−Removed: Active Markets
−Removed: for Identical
−Removed: Assets (Level 1)
−Removed: Significant Other
−Removed: Inputs (Level 2)
−Removed: Fair Value at
−Removed: Assets included in:
−Removed: Cash and cash equivalents
−Removed: Money market securities
−Removed: Total fair value
−Removed: Liabilities included in:
−Removed: Preferred stock tranche rights liability
−Removed: Preferred stock warrant liability
−Removed: Total fair value
−Removed: The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets.
−Removed: The Company’s portfolio of marketable securities is comprised of commercial paper, asset-backed securities, U.S.
−Removed: treasury securities and short-term highly liquid, high credit quality corporate debt securities.
−Removed: The fair value for the available-for-sale
−Removed: 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.
−Removed: Refer to Note 5 for further information about the Level 3 rollforward of activity and Level 3 inputs.
−Removed: Grant Receivable
−Removed: Grant receivable consists of research expenses reimbursable under a grant from the National Institute of Health (“NIH”).
−Removed: The Company carries its grant receivable at the unreimbursed amount.
−Removed: On a periodic basis, the Company evaluates its grant receivable to determine whether an allowance is required.
−Removed: The allowance is management’s best estimate of probable losses.
−Removed: Management determined that no allowance was necessary as of September 30, 2021 and December 31, 2020.
−Removed: Property and Equipment
−Removed: 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.
−Removed: Convertible Preferred Stock
−Removed: The Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.
−Removed: The Company applied the guidance in ASC 480-10-S99-3A,
−Removed: SEC Staff Announcement:
−Removed: Classification and Measurement of Redeemable Securities
−Removed: and therefore classified the Series A, Series A-1
−Removed: and Series B convertible preferred stock as mezzanine equity.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: and Series B convertible preferred stock automatically converted into an equal number of shares of common stock on July 6, 2021.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Preferred Stock Tranche Rights Liability
−Removed: The Company determined that its obligation to issue, and the Company’s investors’ right to purchase, additional shares of Series B convertible preferred stock pursuant to the Milestone Closing (see Note 1 and Note 5) represented a freestanding financial instrument (the “tranche liability”).
−Removed: The tranche liability was initially recorded at fair value.
−Removed: 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 allo c
−Removed: ated to the Series B convertible preferred stock.
−Removed: 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 and comprehensive loss.
−Removed: 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.
−Removed: Preferred Stock Warrant Liability
−Removed: The Company accounted for the warrant to purchase Series A-1
−Removed: convertible preferred stock as a liability as this warrant was a freestanding financial instrument that required the Company to transfer assets upon exercise.
−Removed: The warrant liability was initially recorded at fair value.
−Removed: 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 and comprehensive loss.
−Removed: 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.
−Removed: There were no preferred stock warrants outstanding as of September 30, 2021.
−Removed: Common Stock Warrants
−Removed: The Company assesses whether warrants issued require accounting as derivatives.
−Removed: 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
−Removed: As such, the Company
−Removed: concluded the warrants met the scope exception for determining whether the instruments require accounting as derivatives and should be classified in stockholders’ equity.
−Removed: 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 .
−Removed: 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 .
−Removed: There were no common stock warrants outstanding as of September 30, 2021.
−Removed: Grant and Other Revenue Recognition
−Removed: The Company’s NIH grant is not within the scope of ASC 606, Revenue from Contracts with Customers
−Removed: (“ASC 606”) ,
−Removed: as the grant does not meet the definition of a contract with a customer.
−Removed: The Company has concluded that the grant meets the definition of a contribution and is a non-reciprocal
−Removed: transaction, and management has also concluded that Subtopic 958-605,
−Removed: Not-for-Profit-Entities-Revenue
−Removed: does not apply, as Acumen is a business entity and the grant is with a governmental agency.
−Removed: In the absence of applicable guidance under U.S.
−Removed: GAAP, the Company’s policy is to recognize grant revenue when the related costs are incurred and the right to payment is realized.
−Removed: Costs incurred are recorded in research and development and general and administrative expenses on the accompanying condensed statements of operations and comprehensive loss.
−Removed: 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.
−Removed: Research and Development Expenses
−Removed: Research and development expenses primarily consist of consultants and materials, biologic storage, salaries and other personnel-related expenses related to research and development activities and are expensed as incurred.
−Removed: Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected on the condensed balance sheets as prepaid or accrued expenses.
−Removed: The Company records accruals for estimated ongoing research costs.
−Removed: 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.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Share-based Compensation
−Removed: The Company expenses share-based compensation to employees, non-employees
−Removed: and board members over the requisite service period based on the estimated grant-date fair value of the awards and actual forfeitures.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: roles within the Company.
−Removed: Forfeitures are recorded as they occur.
−Removed: See also Note 7 below .
−Removed: Income taxes are recorded in accordance with ASC 740, Income Taxes
−Removed: (“ASC 740”), which provides for deferred taxes using an asset and liability approach.
−Removed: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.
−Removed: Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards.
−Removed: Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
−Removed: The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero.
−Removed: In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made.
−Removed: The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740.
−Removed: When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.
−Removed: 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.
−Removed: The Company has no t recorded any accruals related to uncertain tax positions as of September 30, 2021 and December 31, 2020.
−Removed: The Company’s policy is to record interest and penalties, if any, as part of income tax benefit.
−Removed: No interest or penalties were recorded during the nine months ended September 30, 2021 and 2020.
−Removed: Net Loss Per Share of Common Stock
−Removed: Basic net loss per share of common stock is calculated using the two-class
−Removed: method under which earnings are allocated to both common shares and participating securities based on their participation rights.
−Removed: 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.
−Removed: 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.
−Removed: Diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period.
−Removed: Potential common shares consist of stock options and warrants to purchase common stock (using the treasury stock method), and the conversion of convertible preferred stock and the preferred warrant (using the if-converted
−Removed: See Note 9 below.
−Removed: Segment Information
−Removed: Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.
−Removed: The Company views its operations and manages its business in one segment.
+Added: The Company accounts for its leases under Accounting Standards Codification (“ASC”) 842, Leases
+Added: Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use
+Added: asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.
+Added: Lease liabilities are increased by interest and reduced by payments each period, and right-of-use
+Added: assets are amortized over the lease term.
+Added: For operating leases, interest on the lease liability and the amortization of the right-of-use
+Added: asset results in straight-line rent expense over the lease term.
+Added: Variable lease expenses are recorded when incurred and not included in the measurement of right-of-use
+Added: assets and lease liabilities.
+Added: ASC 842 provides practical expedients for an entity’s ongoing accounting.
+Added: In calculating right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components.
+Added: Additionally, the Company has elected to apply the practical expedient related to short-term leases (i.e., leases having initial terms of 12 months or less at commencement date) as an accounting policy election.
+Added: For short-term leases, the Company will not recognize a right-of-use asset or lease liability, but instead will recognize lease payments as an expense on a straight-line basis over the lease term.
Acumen Pharmaceuticals, Inc.
Notes to Condensed Financial Statements
+Added: Recently Adopted Accounting Pronouncements
+Added: ASC 842 requires lessees to recognize the liabilities related to all leases, including operating leases, with a term greater than 12 months on the balance sheet and also requires lessees and lessors to disclose key information about their leasing transactions.
+Added: The Company adopted this guidance on January 1, 2022, using the modified retrospective method and the Company elected the package of practical expedients upon transition, which retained the lease classification for leases that existed prior to the adoption of this guidance.
+Added: The Company recorded both a right-of-use
+Added: asset and a lease liability of approximately $ 0.2 million on its condensed balance sheet upon the adoption of ASC 842.
+Added: In December 2019, the FASB issued ASU No.
+Added: Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes
+Added: (“ASU 2019-12”),
+Added: which is intended to simplify various aspects related to accounting for income taxes.
+Added: removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application.
+Added: The Company adopted this guidance on January 1, 2022 with no material impact to the Company’s financial statements upon adoption.
Recently Issued Accounting Pronouncements
−Removed: In February 2016, the FASB issued ASU No.
−Removed: Leases (Topic 842)
−Removed: , as amended, with guidance regarding the accounting for and disclosure of leases.
−Removed: This update requires lessees to recognize the liabilities related to all leases, including operating leases, with a term greater than 12 months on the balance sheet.
−Removed: This update also requires lessees and lessors to disclose key information about their leasing transactions.
−Removed: This guidance will become effective for the Company for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.
−Removed: 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,
6 unchanged sentences
The updated guidance is effective for the Company for annual reporting periods beginning after December 15, 2022, and early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
−Removed: In December 2019, the FASB issued ASU No.
−Removed: Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes
−Removed: (“ASU 2019-12”),
−Removed: which is intended to simplify various aspects related to accounting for income taxes.
−Removed: removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application.
−Removed: 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.
−Removed: The Company is currently evaluating the impact of this standard on its financial statements.
+Added: The Company’s marketable securities portfolio consists entirely of debt securities and, as such, it does not expect this guidance to have a material impact on its financial statements and disclosures upon adoption.
MARKETABLE SECURITIES
−Removed: Marketable securities consisted of the following as of September 30, 2021 (in thousands):
+Added: Marketable securities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
+Added: March 31, 2022
+Added: Amortized Cost
Gross Unrealized
5 unchanged sentences
Asset-backed securities
+Added: treasury securities
Total available-for-sale
8 unchanged sentences
Total available-for-sale
−Removed: As of September 30, 2021, the Company’s available-for-sale
+Added: Acumen Pharmaceuticals, Inc.
+Added: Notes to Condensed Financial Statements
+Added: December 31, 2021
+Added: Amortized Cost
+Added: Gross Unrealized
+Added: Gross Unrealized
+Added: Available-for-sale
+Added: securities, short-term
+Added: Commercial paper
+Added: Corporate debt securities
+Added: Asset-backed securities
+Added: Total available-for-sale
+Added: securities, short-term
+Added: Available-for-sale
+Added: securities, long-term
+Added: Corporate debt securities
+Added: Asset-backed securities
+Added: treasury securities
+Added: Total available-for-sale
+Added: securities, long-term
+Added: Total available-for-sale
+Added: As of March 31, 2022, the Company’s available-for-sale
securities classified as short-term mature in one year or less and the Company’s available-for-sale
−Removed: securities classified as long-term mature within two years .
+Added: securities classified as long-term mature in less than two years .
All of the Company’s available-for-sale
−Removed: marketable securities in an unrealized loss position as of September 30, 2021 were in a loss position for less than twelve months.
+Added: marketable securities in an unrealized loss position as of March 31, 2022 were in a loss position for less than twelve months.
Unrealized losses on available-for-sale
−Removed: 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.
−Removed: Accordingly, no other-than-temporary impairment was recorded for the three and nine months ended September 30, 2021.
+Added: securities as of March 31, 2022 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.
+Added: Accordingly, no other-than-temporary impairment was recorded for the three months ended March 31, 2022.
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.
+Added: FAIR VALUE MEASUREMENTS
+Added: The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):
+Added: Fair value measurements at reporting date using
+Added: Quoted Prices in
+Added: Active Markets for
+Added: Identical Assets
+Added: Significant Other
+Added: Observable Inputs
+Added: Unobservable Inputs
+Added: Fair Value at
+Added: March 31, 2022
+Added: Assets included in:
+Added: Cash and cash equivalents
+Added: Money market securities
+Added: Marketable securities
+Added: Commercial paper
+Added: Corporate debt securities
+Added: Asset-backed securities
+Added: treasury securities
+Added: Total fair value
Acumen Pharmaceuticals, Inc.
Notes to Condensed Financial Statements
+Added: Fair value measurements at reporting date using
+Added: Quoted Prices in
+Added: Active Markets for
+Added: Identical Assets
+Added: Significant Other
+Added: Observable Inputs
+Added: Unobservable Inputs
+Added: Fair Value at
+Added: December 31, 2021
+Added: Assets included in:
+Added: Cash and cash equivalents
+Added: Money market securities
+Added: Marketable securities
+Added: Commercial paper
+Added: Corporate debt securities
+Added: Asset-backed securities
+Added: treasury securities
+Added: Total fair value
+Added: 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), accounts payable and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items.
+Added: The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets.
+Added: The fair value for the available-for-sale
+Added: 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.
SUPPLEMENTAL FINANCIAL INFORMATION
Prepaid expenses and other current assets consisted of the following (in thousands):
−Removed: September 30,
−Removed: Prepaid insurance
+Added: March 31, 2022
+Added: December 31, 2021
Research and development service agreements
+Added: Prepaid insurance
+Added: Dues and subscriptions
Prepaid raw materials
1 unchanged sentence
Accrued expenses and other current liabilities consisted of the following (in thousands):
−Removed: September 30,
−Removed: Bonuses and other employee liabilities
+Added: March 31, 2022
+Added: December 31, 2021
Research and development
+Added: Bonuses and other employee liabilities
Professional fees
−Removed: Total accrued expenses and other current liabilities
−Removed: CONVERTIBLE PREFERRED STOCK, TRANCHE LIABILITY AND WARRANT LIABILITY
−Removed: Convertible Preferred Stock
−Removed: On November 20, 2020, the Company entered into the Series B Agreement for a private placement of up to 19,770,070 shares of Series B convertible preferred stock, $ 0.0001 par value per share, at an original issuance price of $ 3.80 per share, subject to separate closings, including:
−Removed: (1) 11,862,043 shares at the Initial Closing on November 20, 2020, and (2) 7,908,027 shares at a subsequent closing that would be triggered by the achievement of a specific clinical milestone.
−Removed: The Series B Agreement obligated the Company to issue and sell and the Series B purchasers to purchase up to a total of 7,908,027 additional shares of Series B convertible preferred stock (the “Milestone Shares”) at the same price per share upon the achievement of a certain defined clinical milestone.
−Removed: The determination as to whether the milestone event has been met was subject to certification by the Board and the Requisite Investors.
−Removed: Each Series B convertible preferred stock investor had the right, but not the obligation, to purchase all or any portion of the Milestone Shares at any time in its sole option and in its sole and absolute discretion, whether or not the Company achieved the applicable clinical milestone.
−Removed: See “ Series B Convertible Preferred Stock Tranche Rights Liability
−Removed: 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, bringing the total number of Series B convertible preferred shares outstanding to 19,770,070 .
−Removed: On June 22, 2021, a warrant to purchase 447,426 shares of Series A-1
−Removed: convertible preferred stock at an exercise price of $ 2.794 per share was exercised (see “Series A-1
−Removed: Convertible Preferred Stock Warrant Liability”
−Removed: below), bringing the total number of Series A-1
−Removed: convertible preferred shares outstanding to 7,985,305 .
−Removed: 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,
−Removed: and 19,770,070 shares of Series B convertible preferred stock, respectively, automatically converted into an equal number of shares of common stock.
−Removed: There were no shares of convertible preferred stock outstanding as of September 30, 2021.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: Convertible preferred stock consisted of the following as of Dec e
−Removed: mber 31, 2020 (in thousands, except share and per share data):
−Removed: Weighted Average
−Removed: Issuance Price per
−Removed: The holders of Series B, Series A-1
−Removed: and Series A convertible preferred stock were entitled to receive dividends ahead of, or simultaneously with, common stockholders in an amount equal to the product of (A) the dividend payable on each share of the class or series of convertible preferred stock determined, if applicable, as if all shares of such class or series of convertible preferred stock had been converted into common stock and (B) the number of shares of common stock issuable upon conversion of a share of preferred stock.
−Removed: No dividends have been declared since inception.
−Removed: Liquidation preference
−Removed: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series B convertible preferred stock were entitled to receive, prior and in preference to, holders of Series A-1
−Removed: convertible preferred stock, 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.
−Removed: 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.
−Removed: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series A-1
−Removed: 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.
−Removed: If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series A-1
−Removed: 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 A-1
−Removed: convertible preferred stock.
−Removed: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of Series A convertible preferred stock were entitled to receive, prior and in preference to, holders of common stock, in the amount of the original issue price plus any declared but unpaid dividends thereon.
−Removed: If upon occurrence of such an event, the assets and funds to be distributed among the holders of Series A 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 A convertible preferred stock.
−Removed: Conversion rights
−Removed: Shares of all series of convertible preferred stock were convertible into such number of fully paid and non-assessable
−Removed: shares of common stock as determined by dividing the original issuance price for such series by the applicable conversion price for such series then in effect.
−Removed: The initial conversion price per share for each series of convertible preferred stock was the original issue price applicable to such series as shown in the table above, subject to adjustment in the event of certain dilutive issuances.
−Removed: The convertible preferred stock original issuance price and conversion price were each subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the convertible preferred stock.
−Removed: Each share of convertible preferred stock was convertible at any time at the option of the holder at the conversion ratio then in effect.
−Removed: In addition, each share of convertible preferred stock was to be automatically converted into common stock at the conversion ratio then in effect upon either (a) the closing of an underwritten public offering resulting in gross proceeds to the Company of at least $ 75 million and at a price per share equal to at least two times the Series B original issuance price, or $ 7.60 (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B convertible preferred stock), or (b) the date and time, or the occurrence of an event, specified in such vote or written consent of at least 67 % of the holders of the then outstanding shares of Series B convertible preferred stock.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: If any Series B purchaser failed to purchase its respective portion of the Milestone Shares upon occurrence of the Milestone Closing, each existing share of Series B convertible preferred stock held by such stockholder would have automatically converted into one share of common stock two days after the Milestone Closing.
−Removed: On July 6, 2021, in connection with the closing of the IPO, each outstanding share of Series A, Series A-1
−Removed: and Series B convertible preferred stock converted into one share of common stock.
−Removed: Voting rights
−Removed: Holders of convertible preferred stock were entitled to vote as a single class together with the holders of common stock and had one vote for each share of common stock into which the convertible preferred stock was convertible.
−Removed: The holders of Series B convertible preferred stock were entitled to elect two directors to the Board, and the holders of Series A and Series A-1
−Removed: convertible preferred stock, voting together as a single class, were also entitled to elect two directors to the Board.
−Removed: The holders of common stock, exclusively and as a separate class, are entitled to elect two directors to the Board.
−Removed: 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.
−Removed: A majority of the outstanding shares of convertible preferred stock was necessary for approving certain matters, including the ability to either increase or decrease the authorized number of directors constituting the Board, pursuant to protective provisions in the Company’s amended and restated certificate of incorporation.
−Removed: Series B Convertible Preferred Stock Tranche Rights Liability
−Removed: The Company concluded that the tranche liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the Series B convertible preferred stock.
−Removed: The fair value for the tranche liability was estimated as a forward contract using a valuation model, calibrated at issuance.
−Removed: The valuation model at issuance estimated the implied value of the Series B stock as of the expected milestone date utilizing the probability of milestone achievement, expected timing of milestone achievement, and risk-free rate.
−Removed: The model was calibrated such that the value of the initial tranche and the forward contract were equal to the initial tranche proceeds at issuance.
−Removed: Subsequently, the fair value of the liability was discounted to the valuation date and adjusted for probability of the achievement of the milestone event.
−Removed: The calibrated valuation model was updated as of December 31, 2020, March 31, 2021 and in the Stay Private scenario utilized in the hybrid methodology as of June 17, 2021 (the date of the Milestone Closing).
−Removed: Significant estimates and assumptions impacting fair value include the discount rate, expected time to the Milestone Closing, and probability of the Milestone Closing.
−Removed: The discount rate was equal to the risk-free rate commensurate with the estimated timing of the Milestone Closing.
−Removed: The following assumptions were used in the estimation of the fair value of the tranche liability as a forward contract as of each of the dates indicated:
−Removed: Risk-free interest rate
−Removed: Expected time to Milestone Closing (in years)
−Removed: Probability of achievement of Milestone Closing
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: 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.
−Removed: Following the Milestone Closing, the remaining tranche liability was reclassified to convertible preferred stock on the condensed balance sheet.
−Removed: Convertible Preferred Stock Warrant Liability
−Removed: On October 19, 2018, the Company issued a 10 -year
−Removed: warrant (the “Series A-1
−Removed: Warrant”) to purchase up to an aggregate of 447,426 shares of Series A-1
−Removed: convertible preferred stock at an exercise price of $ 2.794 on or before October 18, 2028 .
−Removed: The warrant liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the Series A-1
−Removed: convertible preferred stock.
−Removed: 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.
−Removed: 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.
−Removed: The following assumptions were used in the estimation of the fair value of the warrant liability using the OPM backsolve method as of each of the dates indicated:
−Removed: Risk-free interest rate
−Removed: Expected term (in years)
−Removed: Expected volatility
−Removed: Expected dividend yield
−Removed: 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.
−Removed: The underlying equity values from each approach were probability weighted based upon the expected likelihood of each scenario.
−Removed: 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.
−Removed: 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):
−Removed: Balance, December 31, 2020
−Removed: Change in fair value
−Removed: Settlement of tranche liability due to issuance of Milestone Shares
−Removed: Settlement of warrant liability upon exercise of warrant
−Removed: Balance, September 30, 2021
+Added: Total accrued expenses and other current li a
Acumen Pharmaceuticals, Inc.
Notes to Condensed Financial Statements
−Removed: STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: STOCKHOLDERS’ EQUITY
Authorized Shares
−Removed: On July 6, 2021, the Company issued 9,999,999 shares of common stock in an IPO,
−Removed: 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.
−Removed: The price to the public for each share was $ 16.00 .
−Removed: 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.
−Removed: 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 .
−Removed: 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
−Removed: preferred stock and 29,457,450 were designated as Series B convertible preferred stock.
−Removed: 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).
−Removed: 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.
+Added: The total number of shares of all classes of capital stock authorized to be issued is 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 .
+Added: As of March 31, 2022, 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.
−Removed: Common Stock Warrants
−Removed: 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.
−Removed: 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.
−Removed: 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 .
−Removed: As of September 30, 2021, there were no common stock warrants outstanding.
−Removed: As of December 31, 2020, the outstanding warrants to purchase the Company’s common stock were comprised of the following:
−Removed: Expiration Dates
−Removed: Warrants issued in 2014
−Removed: 3/21/2024 - 6/30/2025
−Removed: Warrants issued in 2015
−Removed: Warrants issued in 2016
−Removed: Warrants issued in 2017
−Removed: Total Warrants
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: SHARE-BASED COMPENSATION
+Added: STOCK-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.
−Removed: 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
−Removed: 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.
+Added: The 2021 Plan is a successor to 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”).
+Added: Following the effectiveness of the 2021 Plan, no further grants may be made under the 2013 Plan;
+Added: however, any outstanding equity awards granted under the 2013 Plan continue to be governed by the terms of the 2013 Plan.
+Added: 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 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 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.
+Added: On January 1, 2022, the
+Added: increased the number of shares of common stock reserved for issuance under the 2021 Plan by 2,023,663 shares.
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 .
−Removed: As of September 30, 2021, 4,217,104 shares were authorized for issuance under the 2021 Plan and 4,033,681
−Removed: shares remained available for issuance under the 2021 Plan.
−Removed: 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.
−Removed: All outstanding awards issued under the 2013 Plan remain subject to the terms of the 2013 Plan.
−Removed: As of September 30, 2021, there were 3,478,942 options outstanding under the 2013 Plan.
+Added: As of March 31, 2022, 9,721,945 shares were authorized for issuance under the 2021 Plan and 4,794,743 shares remained available for issuance under the 2021 Plan.
+Added: Acumen Pharmaceuticals, Inc.
+Added: Notes to Condensed Financial Statements
Stock Options
−Removed: 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:
+Added: The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the three months ended March 31, 2022 and 2021 with the following weighted average assumptions:
+Added: Three Months Ended March 31,
Risk-free interest rate
+Added: 0.4 % - 0.5 %
Expected term (in years)
1 unchanged sentence
Expected dividend yield
−Removed: The weighted average grant date fair value of options granted during the nine months ended September 30, 2021, was $ 1.34 per share.
−Removed: 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.
−Removed: 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.
−Removed: For the year ended December 31, 2020, management engaged an independent third-party valuation firm to provide an estimate of the fair value of its common stock.
−Removed: 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.
−Removed: As of June 30, 2021, the date of the last option grant, and December 31, 2020 ,
−Removed: management estimated the fair value of a share of common stock to be $ 16.00 and $ 0.83 , respectively.
−Removed: 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.
−Removed: As of December 31, 2020, the Company derived the fair value of its common stock with the assistance of an independent third-party valuation firm utilizing the following assumptions:
−Removed: Risk-free interest rate
−Removed: Expected time to liquidity event in years
−Removed: Expected volatility
−Removed: Expected dividend yield
−Removed: Acumen Pharmaceuticals, Inc.
−Removed: Notes to Condensed Financial Statements
−Removed: The stock options granted after December 31, 2017 vest monthly over 24 or 36 months and have a ten-year
+Added: The weighted average grant date fair value of options granted during the three months ended March 31, 2022 and 2021, was $ 3.87 per share and $ 0.57 per share, respectively.
+Added: Prior to its IPO, 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.
+Added: For the year ended December 31, 2020, management engaged an independent third-party valuation firm to provide an estimate of the fair value of its common stock, which was utilized as an input to the Company’s Black-Scholes option pricing model for stock options awarded during the three months ended March 31, 2021.
+Added: Stock options granted after December 31, 2017 vest monthly over
+Added: 36 months or vest monthly over a total of 48 months following a one-year cliff
+Added: have a ten-year
contractual term.
15 unchanged sentences
Outstanding at December 31, 2021
−Removed: Outstanding at September 30, 2021
−Removed: Vested and exercisable at September 30, 2021
−Removed: 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.
−Removed: 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:
−Removed: Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Outstanding at March 31, 2022
+Added: Vested and exercisable at March 31, 2022
+Added: As of March 31, 2022, total unrecognized compensation costs related to unvested stock option awards granted was approximately $ 8.4 million, which the Company expects to recognize over a weighted-average period of approximately 3.1 years.
+Added: Acumen Pharmaceuticals, Inc.
+Added: Notes to Condensed Financial Statements
+Added: 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 (in thousands):
+Added: Three Months Ended March 31,
General and administrative
Research and development
−Removed: Total share-based compensation
+Added: Total stock-based compensation
Employee Stock Purchase Plan
3 unchanged sentences
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).
−Removed: As of September 30, 2021, there have been no purchases of shares under the ESPP.
−Removed: COMMITMENTS AND CONTINGENCIES
−Removed: The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims.
−Removed: 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.
−Removed: The Company has been subleasing space in Indiana since March 1, 2020, under a lease that initially expired on December 31, 2020.
−Removed: The Company executed a new sublease for this space that was effective February 1, 2021.
−Removed: The term of the sublease is for 31 months, expiring on August 30, 2023.
−Removed: 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
−Removed: As of September 30, 2021, the remaining aggregate minimum rent obligation over the remaining term was approximately $ 293,000 .
+Added: On January 1, 2022, the
+Added: increased the number of shares of common stock reserved for issuance under the ESPP by 404,732 shares.
+Added: As of March 31, 2022, there are 779,732 shares authorized for issuance under the ESPP and there have been no purchases of shares under the ESPP.
+Added: The Company has been subleasing space in Indiana since March 1, 2020.
+Added: The Company executed a new sublease for this space that was effective on February 1, 2021 and expires on August 30, 2023.
+Added: The sublease does not provide the Company with any renewal options.
+Added: The Company allows others to sublease a portion of the space from the Company for less than a one-year
+Added: The following table summarizes quantitative information about the Company’s operating leases for the period indicated (in thousands):
+Added: Three Months Ended
+Added: March 31, 2022
+Added: Operating leases
+Added: Operating lease cost
+Added: sublease income
+Added: Operating lease expense
+Added: Short-term lease rent expense
+Added: Total rent expense
+Added: Supplemental information related to the Indiana lease was as follows (dollar amounts in thousands):
+Added: Three Months Ended
+Added: March 31, 2022
+Added: Operating cash flows from operating leases
+Added: assets obtained in exchange for operating lease liabilities
+Added: Weighted-average remaining lease term – operating leases
+Added: Weighted-average discount rate – operating leases
Acumen Pharmaceuticals, Inc.
Notes to Condensed Financial Statements
−Removed: As of September 30, 2021, future minimum lease payments under this lease agreement associated with the Company’s operations were as follows (in thousands):
−Removed: Year ended December 31, 2021 (remaining 3 months)
+Added: As of March 31, 2022, the present value of maturities of the Company’s operating lease liabilities were as follows:
+Added: Remaining Period Ended December 31, 2022
Year Ended December 31, 2023
+Added: present value discount
+Added: Operating lease liabilities
+Added: The Company recognizes sublease income in other income, net on its condensed statements of operations and comprehensive loss.
+Added: The Company expects to recognize approximately $ 16,000 in sublease income for the remainder of 2022.
+Added: Prior to the adoption of ASC 842, and for the three months ended March 31, 2021, the Company recognized rent expense on a straight-line basis over the lease period and recorded deferred rent expense for rent expense incurred but not yet paid.
+Added: During the three months ended March 31, 2021, the Company recognized total rent expense of approximately $ 27,000 and recognized sublease income of approximately $ 9,000 .
+Added: Disclosures related to periods prior to adoption of ASC 842 included approximate future minimum rental payments due under the Company’s leases as of December 31, 2021 as follows:
Year ended December 31, 2022
+Added: Year ended December 31, 2023
+Added: COMMITMENTS AND CONTINGENCIES
+Added: The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims.
+Added: 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.
NET LOSS PER SHARE
3 unchanged sentences
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:
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended March 31,
+Added: Shares issuable upon exercise of stock options
Shares issuable upon conversion of Series A Preferred Stock
1 unchanged sentence
Preferred Stock
−Removed: Shares issuable upon exercise of stock options
+Added: Shares issuable upon conversion of Series B Preferred Stock
Shares issuable upon exercise of common stock warrants
Shares issuable upon exercise of preferred stock warrant
−Removed: SUBSEQUENT EVENTS
−Removed: 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.