What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 205 added, 122 removed, 314 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2022

June 30, 2022

December 31, 2021

6 unchanged sentences

Property and equipment, net

Deferred offering costs

LIABILITIES AND STOCKHOLDERS’ EQUITY

9 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized and no shares issued and outstanding as of March 31, 2022 and December 31, 202 1

10,000,000 shares authorized and no shares issued and outstanding as of June 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value;

300,000,000 shares authorized and 40,473,270 shares issued and outstanding as of March 31, 2022 and December 31, 2021

300,000,000 shares authorized and 40,501,258 and

hares issued and outstanding as of June 30, 2022 and December 31, 2021,

Additional paid-in

7 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses

17 unchanged sentences

(in thousands, except share data)

For the Three Months Ended June 30, 2022

Comprehensive

Stockholders’

Balance as of December 31, 2021

Balance as of March 31, 2022

Unrealized loss on marketable securities

Share-based compensation

Stock options exercised for cash

Cashless stock options exercise

Stock-based compensation

Balance as of June 30, 2022

For the Three Months Ended June 30, 2021

Stockholders’

Preferred Stock

Balance as of March 31, 2021

Stock-based compensation

Issuance of milestone shares for cash,

net of issuance costs

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

Exercise of common stock warrants

Balance as of June 30, 2021

Acumen Pharmaceuticals, Inc.

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

(in thousands, except share data)

For the Six Months Ended June 30,

Comprehensive

Stockholders’

Convertible Preferred Stock

Balance as of December 31, 2021

Share-based compensation

Balance as of March 31, 2021

Unrealized loss on marketable securities

Stock options exercised for cash

Cashless stock options exercise

Stock-based compensation

Balance as of June 30, 2022

For the Six Months Ended June 30,

Stockholders’

Preferred Stock

Balance as of December 31, 2020

Stock-based compensation

I ssuance of milestone shares for cash,

net of issuance costs

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

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

12 unchanged sentences

Purchases of marketable securities

Proceeds from maturities and sales

of marketable securities

Proceeds from maturities and sales of marketable securities

Purchases of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

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

Proceeds from exercise of Series A-1

Proceeds from exercise of common stock warrants

Payments for deferred offering costs

Proceeds from the exercise of stock options

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

5 unchanged sentences

Supplemental disclosure of noncash investing and financing activities

Purchases of property and equipment in accounts payable

Right-of-use assets obtained in exchange for operating lease liabilities

Deferred offering costs in accrued expenses and other current liabilities

Purchases of property and equipment in accounts payable

Reclassification of preferred stock tranche rights liability upon share issuance

Reclassification of warrant liability upon exercise of preferred stock warrant

Deferred offering costs in accounts payable

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

8 unchanged sentences

June 2021 Reverse Stock Split

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 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.

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.

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 common shares increased by 39,911,517 immediately following the closing of the IPO.

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.

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.

Management believes that its existing financial resources are sufficient to continue operating activities at least through 2025.

As of June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $ 146.9 million and $ 127.6 million, respectively, and working capital of $ 185.9 million and $ 193.5

million, respectively.

Management believes the Company has sufficient cash to continue operating activities for beyond 12 months from issuance of these condensed financial statements.

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.

1 unchanged sentence

Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements.

There can be no assurance that such financing will be available on terms acceptable to the Company, or at all.

There can be no assurance that such financing will be

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

on terms acceptable to the Company, or at all.

To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation of other preferences that adversely affect the rights of common stockholders.

2 unchanged sentences

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

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

trial and the subsequent successful sentinel safety review of the first two patients.

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”)

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.

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

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, 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.

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 trial

and the subsequent successful sentinel safety review of the first two patients.

Due to delays in clinical trial site activation and patient enrollment that the Company believes were principally related to effects of the coronavirus (“COVID-19”) pandemic,

the Company has expanded the anticipated number of trial sites to support its enrollment objectives and anticipated timelines.

As of August 15, 2022, 15 clinical trial sites have been activated and patient recruitment and enrollment is ongoing.

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,

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.

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.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

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

9 unchanged sentences

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

A description of the Company’s significant accounting policies is included in the Company’s annual report on Form 10-K.

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.

A description of the Company’s significant accounting policies is included in the Company’s Annual Report.

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.

Use of Estimates

2 unchanged sentences

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.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Actual results may differ from these estimates under different assumptions or conditions.

1 unchanged sentence

The Company accounts for its leases under Accounting Standards Codification (“ASC”) 842, Leases

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

Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed balance sheet as both a right-of-use

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.

6 unchanged sentences

ASC 842 provides practical expedients for an entity’s ongoing accounting.

In calculating right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components.

In calculating right-of-use

assets and lease liabilities, the Company has elected to combine lease and non-lease

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.

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

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.

Recently Adopted Accounting Pronouncements

19 unchanged sentences

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

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.

The Company’s marketable securities portfolio currently consists entirely of available-for-sale debt securities and, as such, it does not expect this guidance to have a material impact on its financial statements and disclosures upon adoption.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

MARKETABLE SECURITIES

Marketable securities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022

Amortized Cost

Marketable securities consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022

Gross Unrealized

Amortized Cost

Available-for-sale

4 unchanged sentences

treasury securities

Total available-for-sale

available-for-sale

securities, short-term

4 unchanged sentences

treasury securities

Total available-for-sale

available-for-sale

securities, long-term

Total available-for-sale

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

available-for-sale

December 31, 2021

Amortized Cost

Gross Unrealized

Amortized Cost

Available-for-sale

3 unchanged sentences

Asset-backed securities

Total available-for-sale

available-for-sale

securities, short-term

4 unchanged sentences

treasury securities

Total available-for-sale

available-for-sale

securities, long-term

Total available-for-sale

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

securities classified as long-term mature in less than two years .

All of the Company’s available-for-sale

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

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.

Accordingly, no other-than-temporary impairment was recorded for the three months ended March 31, 2022.

available-for-sale

As of June 30

, 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 between 12 to 15 months .

All of the Company’s available-for-sale marketable securities in an unrealized loss position as of June 30

were in a loss position for less than twelve months.

Unrealized losses on available-for-sale securities as of June 30

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 six months ended June 30

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.

Notes to Condensed Financial Statements

FAIR VALUE MEASUREMENTS

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):

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

Fair value measurements at reporting date using

1 unchanged sentence

Active Markets for

Identical Assets

Significant Other

Identical Assets

Observable Inputs

Unobservable Inputs

Significant Unobservable

Fair Value at

March 31, 2022

Inputs (Level 3)

June 30, 2022

Assets included in:

7 unchanged sentences

Total fair value

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Fair value measurements at reporting date using

1 unchanged sentence

Active Markets for

Identical Assets

Significant Other

Identical Assets

Observable Inputs

Unobservable Inputs

Significant Unobservable

Fair Value at

Inputs (Level 3)

December 31, 2021

12 unchanged sentences

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.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

SUPPLEMENTAL FINANCIAL INFORMATION

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

March 31, 2022

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

June 30, 2022

December 31, 2021

Research and development service agreements

Prepaid insurance

Dues and subscriptions

Prepaid raw materials

Dues and subscriptions

Prepaid insurance

Total prepaid expenses and other current assets

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

March 31, 2022

June 30, 2022

December 31, 2021

2 unchanged sentences

Professional fees

Total accrued expenses and other current li a

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

Total accrued expenses and other current liabilities

STOCKHOLDERS’ EQUITY

1 unchanged sentence

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 .

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.

As of June 30, 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.

Shelf Registration and At-The-Market

Equity Offering

On July 1, 2022, the Company filed a shelf registration statement on Form S-3

(the “Registration Statement”).

Pursuant to the Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million.

In connection with the filing of the Registration Statement, the Company also entered into a sales agreement with BofA Securities, Inc.

and Stifel, Nicolaus & Company, Incorporated (the “Sales Agents”), as sales agents, pursuant to which the Company may issue and sell shares of its common stock for an aggregate offering price of up to $ 50.0 million under an at-the-market

offering program (the “ATM”), which is included in the $ 200.0 million of securities that may be offered pursuant to the Registration Statement.

Pursuant to the ATM, the Company

will pay the Sales Agents a commission rate equal to 3.0 % of the gross proceeds from the sale of any shares of common stock.

The Company is not obligated to make any sales of shares of its common stock under the ATM.

The Company has not sold any shares of its

common stock under the ATM as of the issuance of these condensed financial statements.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

STOCK-BASED COMPENSATION

4 unchanged sentences

however, any outstanding equity awards granted under the 2013 Plan continue to be governed by the terms of the 2013 Plan.

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.

On January 1, 2022, the

increased the number of shares of common stock reserved for issuance under the 2021 Plan by 2,023,663 shares.

On January 1, 2022, the Board 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 .

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.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

As of June 30, 2022, 9,721,945 shares were authorized for issuance under the 2021 Plan and 4,460,737 shares remained available for issuance under the 2021 Plan.

Stock Options

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:

Three Months Ended March 31,

The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the six months ended June 30, 2022 and 2021 with the following weighted average assumptions:

Six Months Ended June 30,

Risk-free interest rate

1.71 - 3.38 %

0.40 % - 0.50 %

Expected term (in years)

1 unchanged sentence

Expected dividend yield

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.

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.

The weighted average grant date fair value of options granted during the six months ended June 30, 2022 and 2021, was $ 3.58 per share and $ 1.34 per share, respectively.

Prior to its IPO, the fair value of the Company’s common stock underlying the stock options was historically determined by the Board with assistance from management and, occasionally with input from an independent third-party valuation firm.

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.

Stock options granted after December 31, 2017 vest monthly over

36 months or vest monthly over a total of 48 months following a one-year cliff

have a ten-year

The December 31, 2020 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

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

economic outlook.

The fair value of the Company’s common stock as of June 30, 2021 was estimated 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.

The June 30, 2021 fair value for the Company’s common stock was utilized as an input for options granted by the Company to its Board members on June 30, 2021, which was immediately prior to the IPO.

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

0.83 , respectively.

Stock options granted after December 31, 2017 vest monthly over a range of 12 to 36 months or vest monthly over a total of 48 months following a one-year

cliff and all have a ten-year

contractual term.

6 unchanged sentences

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 following table reflects summarized stock option activity:

Stock Options

The following table reflects summarized stock option

Weighted Average

Exercise Price

Weighted Average

Contractual Life

Contractual Life (in

Aggregate Intrinsic

Stock Options

Exercise Price

Value (in thousands)

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Vested and exercisable at March 31, 2022

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.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

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):

Three Months Ended March 31,

Outstanding at June 30, 2022

Vested and exercisable at June 30, 2022

As of June 30, 2022, total unrecognized compensation costs related to unvested stock option awards granted was approximately $ 8.5 million, which the Company expects to recognize over a weighted-average period of approximately 3.0 years.

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

Three Months Ended

Six Months Ended

General and administrative

6 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).

On January 1, 2022, the

increased the number of shares of common stock reserved for issuance under the ESPP by 404,732 shares.

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.

On January 1, 2022, the Board increased the number of shares of common stock reserved for issuance under the ESPP by 404,732 shares.

As of June 30, 2022, there are 779,732 shares authorized for issuance under the ESPP and there have been no purchases of shares under the ESPP.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

The Company has been subleasing space in Indiana since March 1, 2020.

The Company executed a new sublease for this space that was effective on February 1, 2021 and expires on August 30, 2023.

The Company executed a sublease for this space that was effective on February 1, 2021, and expires on August 30, 2023.

The sublease does not provide the Company with any renewal options.

The Company allows others to sublease a portion of the space from the Company for less than a one-year

The following table summarizes quantitative information about the Company’s operating leases for the period indicated (in thousands):

The following table summarizes quantitative information about the Company’s operating leases for the period indicated (in

Three Months Ended

March 31, 2022

Six Months Ended

June 30, 2022

Operating leases

5 unchanged sentences

Supplemental information related to the Indiana lease was as follows (dollar amounts in thousands):

Three Months Ended

March 31, 2022

Six Months Ended

June 30, 2022

Operating cash flows from operating leases

assets obtained in exchange for operating lease liabilities

Weighted-average remaining lease term – operating leases

Weighted-average remaining lease term – operating leases (in years)

Weighted-average discount rate – operating leases

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

As of March 31, 2022, the present value of maturities of the Company’s operating lease liabilities were as follows:

As of June 30, 2022, the present value of maturities of the Company’s operating lease liabilities were as follows (in thousands):

Remaining period ended December 31, 2022

2 unchanged sentences

Operating lease liabilities

The Company recognizes sublease income in other income, net on its condensed statements of operations and comprehensive loss.

The Company recognizes sublease income in other income (expense) on its condensed statements of operations and comprehensive loss.

The Company expects to recognize approximately $ 15,000 in sublease income for the remainder of 2022.

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.

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 .

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:

Prior to the adoption of ASC 842, and for the three and six months ended June 30, 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.

During the three and six months ended June 30, 2021, the Company recognized total rent expense of approximately $ 40,000 and $ 67,000 , respectively, and recognized sublease income of approximately $ 19,000 and $ 28,000 , respectively.

Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

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 (in thousands):

Year ended December 31, 2022

7 unchanged sentences

Basic and diluted loss per share was the same for each period presented as the inclusion of all potential common stock outstanding would have been anti-dilutive.

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:

Three Months Ended March 31,

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-

Six Months Ended June 30,

Shares issuable upon exercise of stock options

4 unchanged sentences

Shares issuable upon exercise of common stock warrants

Shares issuable upon exercise of preferred stock warrant

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