What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-27 · 144 added, 158 removed, 595 unchanged (34% of the section changed)

15 unchanged sentences

generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Accrued expenses and other current liabilities 10,072 6,615

Finance lease liability — 756

Debt, short-term 8,765 —

Total current liabilities 30,007 27,607

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2,068,246 — 7,938 — — 7,938

Stock options exercised for cash 111,206 — 325 — — 325

Issuance of warrant with Term Loan — — 1,132 — — 1,132

Unrealized gain on marketable securities — — — — 1,063 1,063

Issuance of common stock for restricted stock units, net of shares withheld for taxes 115,376 — ( 41 ) — — ( 41 )

Unrealized loss on marketable securities — — — — ( 360 ) ( 360 )

Stock-based compensation — — 9,635 — — 9,635

1 unchanged sentence

Balance as of December 31, 2024 60,094,083 6 506,985 ( 325,127 ) ( 48 ) 181,816

Issuance of common stock for cash, net of issuance costs of $ 87

2,068,246 — 7,938 — — 7,938

Issuance of common stock for restricted stock units, net of shares withheld for taxes 446,756 — ( 73 ) — — ( 73 )

Unrealized loss on marketable securities — — — — ( 360 ) ( 360 )

Stock options exercised for cash 34,530 — 39 — — 39

Unrealized gain on marketable securities — — — — 131 131

Stock-based compensation — — 9,852 — — 9,852

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Amortization of right-of-use asset 126 115

Non-cash research and development expense — 739

Realized gain on marketable securities ( 59 ) ( 97 )

Non-cash interest expense 1,118 145

Other non-cash expense 232 —

Noncash interest expense 1,288 1,118

Other noncash expense — 232

Changes in operating assets and liabilities:

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Proceeds from maturities and sales of marketable securities 172,077 218,774

Proceeds from sale of property and equipment — 3

Purchases of property and equipment ( 88 ) ( 16 )

Net cash provided by (used in) investing activities 48,027 ( 171,671 )

Net cash provided by investing activities 133,933 48,027

Cash flows from financing activities

Proceeds from issuance of common stock, net of issuance costs — 7,938

Proceeds from Term Loan — 30,000

Proceeds from exercise of stock options 39 —

Payment for financing lease — ( 739 )

Payments for financing costs — ( 476 )

Payments for deferred offering costs — ( 230 )

Repurchase of common shares to pay employee withholding taxes ( 73 ) ( 41 )

Proceeds from exercise of stock options — 325

Net cash provided by financing activities 6,928 151,753

Net cash (used in) provided by financing activities ( 34 ) 6,928

Net change in cash and cash equivalents and restricted cash 18,361 ( 31,260 )

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Cash paid for interest $ 2,936 $ 2,973

Supplemental disclosure of noncash financing activities

Right-of-use assets obtained in exchange for finance lease liabilities $ — $ 739

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 399

Issuance of warrant with Term Loan $ — $ 1,132

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

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

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”).

Acumen is a clinical-stage biopharmaceutical company developing a novel disease-modifying approach targeting what the Company believes to be a key underlying cause of Alzheimer’s disease (“AD”).

Alzheimer’s disease is a progressive neurodegenerative disease of the brain that leads to loss of memory and cognitive functions and ultimately results in death.

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Based on decades of research and supporting evidence, AßOs have gained increasing scientific acceptance as a primary toxin involved in the initiation and propagation of AD pathology.

The Company is currently focused on advancing a targeted immunotherapy drug candidate, sabirnetug, in its Phase 2 ALTITUDE-AD clinical trial following the results of INTERCEPT-AD, its Phase 1 clinical trial of sabirnetug in “early AD” patients (patients with mild cognitive impairment or mild dementia due to AD), which were first reported in July 2023.

Sabirnetug is a recombinant humanized immunoglobulin gamma 2 monoclonal antibody that was designed to selectively target AßOs , has demonstrated functional and protective effects in in vitro assays, and has demonstrated in vivo safety and pharmacologic activity in multiple animal species, including transgenic mouse models for AD.

The Company is currently focused on advancing a targeted immunotherapy drug candidate, sabirnetug, in its Phase 2 ALTITUDE-AD clinical trial, and expects to announce top-line results in late 2026.

ALTITUDE-AD is a randomized, double-blind, placebo-controlled, three-arm clinical trial designed to evaluate the clinical efficacy, safety and tolerability of sabirnetug with up to 180 participants per arm for a total of 542 participants with mild cognitive impairment or mild dementia due to AD.

Sabirnetug is a recombinant humanized immunoglobulin gamma 2 monoclonal antibody that was designed to selectively target AßOs.

In July 2023, the Company announced topline results from its Phase 1 INTERCEPT-AD clinical trial of sabirnetug, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD .

In addition, the Company is investigating a subcutaneous dosing option of sabirnetug, as well as a blood-brain barrier-penetrating, Aß oligomer-targeted Enhanced Brain Delivery (EBD™) therapy for AD.

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

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 December 31, 2024 and 2023, the Company had an accumulated deficit of $ 325.1 million and $ 222.8 million, respectively, and working capital of $ 150.7 million and $ 233.6 million, respectively.

During 2023, the Company received cash from the Offering and borrowings with net proceeds of $ 29.5 million under a term loan facility (see Note 6.

Management believes that the Company has sufficient cash to continue operating activities for beyond 12 months from issuance of these 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, if approved for commercial sale.

The Company expects that it will need to obtain additional financing to complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval.

Liquidity, Capital Resources and Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements-Going Concern , the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has incurred operating losses since inception.

As of December 31, 2025, the Company had an accumulated deficit of $ 446.5 million and had cash and cash equivalents and marketable securities of $ 116.9 million.

The Company expects to incur additional losses for the foreseeable future as it continues its research and development activities and will need to raise additional capital to fully implement its business plan and to fund its operations.

Until such time, if ever, as 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 any such financing will be available 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.

Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends.

If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected.

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

The Company completed its INTERCEPT-AD clinical trial of sabirnetug in the second quarter of 2023.

This trial enrolled 65 patients with early AD and 62 participants received at least one dose of study drug.

INTERCEPT-AD was a U.S.-based, multi-center, randomized, double-blind, placebo-controlled clinical trial with overlapping single ascending dose and multiple ascending dose cohorts evaluating patients with early AD.

In July 2023, the Company announced topline results from INTERCEPT-AD, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD .

The Company announced the dosing of the first patient in its Phase 2 ALTITUDE-AD clinical trial in May 2024 and completed enrollment in March 2025.

There can be no assurance that any such financing will be available to the Company at adequate levels and on a timely basis, or such agreements may not be available on terms acceptable to the Company, or at all.

The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts if it is unable to maintain sufficient financial resources, and its business, financial condition and results of operations will be materially and adversely affected.

The Company expects that its current balance of cash and cash equivalents and marketable securities may not be sufficient to fund its operations for at least 12 months from the date of issuance of these financial statements.

The Company’s cash forecast contains estimates and assumptions related to its ongoing clinical trial and other research and development expenses, and the Company cannot predict the amount or timing of all expenditures with certainty.

Accordingly, the Company has concluded that substantial doubt exists about its ability to continue as a going concern.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

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

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In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows.

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying financial statements and notes to the financial statements.

On the balance sheet, property and equipment, net, and right-of-use asset are presented within other assets, whereas they were previously presented as separate line items.

Similarly, operating lease liability, short-term, and operating lease liability, long-term are now presented within accrued expenses and other current liabilities, and other liabilities, long-term, respectively, rather than as separate line items.

Additionally, on the statement of cash flows, operating lease liability is presented within accrued expenses and other liabilities instead of as a separate line item.

Emerging Growth Company

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The more significant estimates and assumptions by management include, among others:

the valuation allowance of deferred tax assets resulting from net operating losses, the valuation of stock options, the valuation of the warrant to purchase common stock and the valuation of embedded derivatives within the Company’s debt, long-term.

the valuation allowance of deferred tax assets resulting from net operating losses, the valuation of stock options, the valuation of embedded derivatives within the Company’s debt, long-term and accruals for clinical trial expenses and other research and development expenses.

Cash and Cash Equivalents and Restricted Cash

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The Company has made the accounting policy election to exclude accrued interest receivable on securities from the estimate of credit losses and will record a credit loss expense for accrued interest receivable in the period when a credit loss is recorded for the related securities.

Management determined that t he Company did not require an allowance for credit losses for available-for-sale securities as of December 31, 2024 or 2023, as the aggregate amount of any credit losses was immaterial.

Management determined that the Company did not require an allowance for credit losses for available-for-sale securities as of December 31, 2025 or 2024, as the aggregate amount of any credit losses was immaterial.

The Company did not have any related write-offs or recoveries for the years ended December 31, 2025 and 2024.

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Fair Value of Financial Instruments

The Company’s financial assets and liabilities are accounted for in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , 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.

The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurements and Disclosures , 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.

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:

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The carrying amount of the Company’s long-term debt approximates fair value due to its variable market interest rate and management’s opinion that current rates and terms that would be available to the Company with the same maturity and security structure would be essentially equivalent to that of the Company’s long-term debt.

Certain features of the term loan were determined to be an embedded derivative requiring separate measurement from the loan host instrument.

Certain features of the Company’s term loan facility (the “Term Loan”) were determined to be an embedded derivative requiring separate measurement from the loan host instrument.

For additional information regarding the Term Loan, see Note 6.

Property and Equipment

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In calculating right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components for real estate leases, but has not elected to combine lease and non-lease components for computer equipment leases.

Additionally, the Company has elected not to

recognize a right-of-use asset or lease liability for leases with an initial term of 12 months or less.

Additionally, the Company has elected not to recognize a right-of-use asset or lease liability for leases with an initial term of 12 months or less.

For short-term leases, the Company recognized lease payments on a straight-line basis over the lease term.

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In January 2024, the Company paid $ 0.8 million for the computer equipment, which will be returned to the vendor at the completion of the vendor’s services under the agreement.

Upon the lease inception, the Company recorded non-cash expense of $ 0.7 million in research and development expense in the statement of operations and comprehensive loss for the right-of-use assets related to the computer equipment lease as the equipment is being used for research and development and does not have an alternative future use.

Upon the lease inception, the Company recorded noncash expense of $ 0.7 million in research and development expense in the statement of operations and comprehensive loss for the right-of-use assets related to the computer equipment lease as the equipment is being used for research and development and does not have an alternative future use.

Debt Discount and Debt Issuance Costs

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The probability is reassessed at each reporting period during the term of a loan.

Common Stock Warrant

The Company assesses whether warrants issued require accounting as derivatives.

The Company determined that its warrant to purchase common stock is not a liability within the scope of ASC 480, Distinguishing Liabilities from Equity , but met the requirements to be classified within stockholders’ equity, as the warrant is indexed to the Company’s own stock and met all of the conditions for equity classification in accordance with ASC 815, Derivatives and Hedging .

Research and Development Expenses

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The Company records accruals for estimated ongoing research costs.

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.

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

Clinical trial costs are a significant component of R&D expenses and include costs associated with third-party contractors.

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Inputs used in the determination of estimates discussed above may vary from actual, which will result in adjustments to R&D expense in future periods.

The Company has acquired licenses of intellectual property to develop and commercialize product candidates.

Upfront payments that relate to licenses of intellectual property, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the licenses did not also include processes or activities that would constitute a “business” as defined under U.S.

GAAP and have no established alternative future use.

Stock-based Compensation

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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 R&D tax credit carryforwards.

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.

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.

The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero .

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See Note 10 – Segments.

Collaboration Agreements

The Company enters into collaboration agreements with companies to license intellectual property and may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with these agreements.

Payments under these agreements generally become due and payable upon achievement of such milestones or sales.

These commitments are not recorded on the Company ’ s balance sheet because the achievement and timing of these milestones are not fixed and determinable.

When the achievement of these milestones or sales has occurred, the corresponding amounts are recognized in the Company ’ s financial statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The standard is intended to improve financing reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

The standard is effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024 and must be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this guidance on January 1, 2024.

The adoption of this guidance did not have a material impact on its financial statements and disclosures upon adoption;

but it did require the Company to provide additional disclosures regarding segments.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The standard is intended to enhance the existing income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The standard is effective for annual periods beginning after December 15, 2024.

Upon adoption, the standard should be applied on a prospective basis, although retrospective application is permitted.

Early adoption is also permitted.

The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures.

The standard is intended to enhance the existing income tax disclosures to

provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The standard was adopted by the Company on a prospective basis for its annual period beginning on January 1, 2025.

The adoption of this standard did not have a material impact on the Company’s financial statements and disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470- 20):

Induced Conversions of Convertible Debt Instruments.

The standard is intended to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The standard is effective for annual periods beginning after December 15, 2025, and for interim periods within those annual reporting periods.

Early adoption is permitted if ASU 2020-06 has been adopted.

As of December 31, 2025, the Company had no induced conversions.

The Company will adopt this standard on a prospective basis on January 1, 2026 and does not expect this standard to have any impact on its financial statements upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470- 20):

Induced Conversions of Convertible Debt Instruments.

The standard is intended to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The standard is effective for annual periods beginning after December 15, 2025, and for interim periods within those annual reporting periods.

Early adoption is permitted if ASU 2020-06 has been adopted.

Upon adoption, the standard may be applied on a prospective or retrospective basis.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting - Narrow Scope Improvements.

The standard is intended to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required

interim disclosures and clarifying when that guidance is applicable.

The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Upon adoption, the amendments may be applied on a prospective or retrospective basis.

The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures.

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Corporate debt securities $ 62,793 $ 88 $ ( 5 ) $ 62,876

Government and agency - U.S.

securities 16,962 35 — 16,997

Total available-for-sale securities, short-term $ 62,793 $ 88 $ ( 5 ) $ 62,876

Available-for-sale securities, long-term

Corporate debt securities 60,171 — ( 203 ) 59,968

Total available-for-sale securities, long-term 60,171 — ( 203 ) 59,968

Total available-for-sale securities $ 195,946 $ 163 $ ( 211 ) $ 195,898

December 31, 2024

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Corporate debt securities 60,171 — ( 203 ) 59,968

Government and agency - U.S.

securities 4,985 23 — 5,008

Total available-for-sale securities, long-term 60,171 — ( 203 ) 59,968

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Corporate debt securities $ 73,952 $ ( 211 ) $ 2,515 $ — $ 76,467 $ ( 211 )

Government and agency - U.S.

securities 5,585 ( 6 ) — — 5,585 ( 6 )

Total $ 73,952 $ ( 211 ) $ 2,515 $ — $ 76,467 $ ( 211 )

As of December 31, 2024, the Company’s available-for-sale securities classified as short-term mature in one year or less and the Company’s available-for-sale securities classified as long-term mature within two years .

As noted in the table above, although one of the Company’s available-for-sale marketable securities with a fair value of $ 2.5 million has been in an unrealized loss position for more than 12 months as of December 31, 2024, the loss is immaterial and the Company does not intend to sell any of its available-for-sale 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.

As of December 31, 2025, the Company’s available-for-sale securities mature in one year or less.

As noted in the tables above, some of the Company’s available-for-sale marketable securities have been in an unrealized loss position for more than 12 months as of December 31, 2025 and 2024.

The unrealized loss as of December 31, 2025 is immaterial and the Company does not intend to sell any of its available-for-sale 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.

No credit losses were recognized on the Company’s available-for-sale securities during the years ended December 31, 2025 and 2024.

The Company recorded a realized gain of approximately $ 0.1 million during the year ended December 31, 2024 and recorded an immaterial realized gain during the year ended December 31, 2023.

The Company recorded realized gains of approximately $ 0.1 million during each of the years ended December 31, 2025 and December 31, 2024.

FAIR VALUE MEASUREMENTS

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Corporate debt securities — 62,876 — 62,876

Government and agency - U.S.

— 16,997 — 16,997

Total fair value $ 53,708 $ 62,876 $ — $ 116,584

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Balance, January 1, 2024 $ 2,560

Fair value of embedded derivatives at issuance of Term Loan 1,200

Change in fair value of embedded derivatives ( 1,590 )

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Balance, December 31, 2025 $ 1,430

During the years ended December 31, 2024 and 2023, the fair value of the embedded derivatives in the Term Loan has been estimated using the Monte Carlo model.

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the embedded derivatives in the Term Loan as of December 31, 2024 and 2023 and November 10, 2023 (inception) is as follows:

December 31, November 10,

2024 2023 2023

Conversion price $ 2.53 $ 2.53 $ 2.53

Expected term (in years) 3.7 4.7 4.9

Expected equity volatility 98.2 % 106.7 % 102.5 %

Risk-free interest rate 4.3 % 3.9 % 4.7 %

Discount for lack of marketability 12.5 % 11.5 % 9.5 %

Expected dividend yield 0 % 0 % 0 %

SUPPLEMENTAL FINANCIAL INFORMATION

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Research and development service agreements $ 3,527 $ 29 $ 3,556

Prepaid insurance 858 — 858

Other receivables 625 — 625

Prepaid insurance 601 — 601

Dues and subscriptions 368 — 368

Prepaid raw materials 159 9 168

Interest receivable 53 — 53

Right-of-use asset — 140 140

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Prepaid insurance 858 — 858

Interest receivable 225 — 225

Other receivables 345 — 345

Dues and subscriptions 230 — 230

Prepaid raw materials 98 42 140

Right-of-use asset — 266 266

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Total $ 6,749 $ 486 $ 7,235

(1) As of both December 31, 2024 and 2023, accumulated depreciation totaled approximately $ 0.1 million.

Accrued expenses and other liabilities as of December 31, 2024 and 2023 consisted of the following (in thousands):

December 31, 2024

Accrued Expenses and Other Current Liabilities Other Long-Term Liabilities Total Accrued Expenses and Other Liabilities

Compensation and other employee liabilities $ 4,207 $ — $ 4,207

(1) As of December 31, 2025 and 2024, accumulated depreciation totaled approximately $ 0.2 million and $ 0.1 million, respectively.

Accrued expenses and other current liabilities as of December 31, 2025 consisted of the following (in thousands):

Accrued Expenses and Other Current Liabilities

Research and development $ 5,427

Interest 249 — 249

Compensation and other employee liabilities 4,066

Operating lease liability 150

Other 230 — 230

Total $ 10,072

Accrued expenses and other liabilities as of December 31, 2024 consisted of the following (in thousands):

December 31, 2024

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On November 10, 2023, the Company entered into a Loan and Security Agreement with K2 HealthVentures LLC (the “Loan Agreement”).

The Loan Agreement provided the Company with a term loan facility (the “Term Loan”) in the aggregate principal amount of $ 50.0 million, of which the Company borrowed $ 30.0 million in the first tranche upon closing.

The Loan Agreement provided the Company with a Term Loan in the aggregate principal amount of $ 50.0 million, of which the Company borrowed $ 30.0 million in the first tranche upon closing.

The remaining $ 20.0 million is available for borrowing upon the Company’s request based on review of certain information and discretionary approval from the lenders.

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The principal and interest of the Term Loan are to be repaid in equal monthly installments beginning on July 1, 2026 through the maturity of the Loan Agreement.

The Loan Agreement allows prepayments of the entire Term Loan or a portion of the Term Loan of more than $ 5.0 million, provided that any partial prepayment will leave outstanding borrowings of at least $ 15.0 million.

The lenders can elect to convert up to $ 2.5 million of the Term Loan (the “Conversion Amount”) into common stock at a conversion price of $ 2.53 (the “Conversion Option”).

The Loan Agreement allows prepayment of the entire Term Loan or a portion of the Term Loan of more than $ 5.0 million, provided that any partial prepayment will leave outstanding borrowings of at least $ 15.0 million.

The lenders can elect to convert up to $ 2.5 million of the Term Loan (the “Conversion Amount”) into the Company’s common stock at a conversion price of $ 2.53 (the “Conversion Option”).

If the lenders elect to convert the Conversion Amount upon the Next Qualified Financing, as defined in the Loan Agreement whereby the Company receives aggregate gross proceeds of at least $ 20.0 million, the conversion price will equal the lowest effective cash price per share of securities issued in such Qualified Financing (the “Share-Settled Redemption”).

The Conversion Option and Share-Settled Redemption within the Loan Agreement are required to be bifurcated as a single compound embedded derivative (the “Embedded Derivatives”) at fair value, with subsequent changes in fair value recognized in the statements of operations and comprehensive loss.

The Conversion Option and Share-Settled Redemption within the Loan Agreement are required to be bifurcated as a single compound embedded derivative (the

“Embedded Derivatives”) at fair value, with subsequent changes in fair value recognized in the statements of operations and comprehensive loss.

In accordance with the Loan Agreement, the Company issued an equity-classified warrant to purchase 730,769 shares of common stock (the “Loan Warrant”), with an initial allocated fair value of $ 1.1 million.

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Stockholders’ Equity.

The initial recognition of the direct fees of $ 0.5 million, the Final Payment of $ 1.6 million, the fair value of the Embedded Derivatives of $ 1.2 million and the fair value of the Loan Warrant of $ 1.1 million for the Loan Agreement resulted in a discount of $ 4.4 million, which is being amortized to interest expense over the term of the Loan Agreement using the effective interest method.

The initial recognition of the direct fees of $ 0.5 million, the Final Payment of $ 1.6 million, the fair value of the Embedded Derivatives at issuance of the Term Loan of $ 1.2 million and the fair value of the Loan Warrant of $ 1.1 million for the Loan Agreement resulted in a discount of $ 4.4 million, which is being amortized to interest expense over the term of the Loan Agreement using the effective interest method.

Outstanding debt consisted of the following (in thousands):

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Unamortized debt discount ( 1,904 ) ( 3,186 )

Total 31,161 29,419

debt, short-term 8,765 —

Total debt, long-term $ 22,396 $ 29,419

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Total interest expense related to debt $ 4,217 $ 4,055

For both the years ended December 31, 2024 and 2023, the effective interest rate for the Term Loan was 13.5 %.

For the years ended December 31, 2025 and 2024, the effective interest rate for the Term Loan was 14.1 % and 13.5 %, respectively.

As of December 31, 2025, the aggregate principal payments due for the Term Loan by year are as follows (in thousands):

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Authorized Shares

As of December 31, 2024, the total number of shares of capital stock authorized to be issued per the Company’s Amended and Restated Certificate of Incorporation 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 (“Common Stock”).

As of December 31, 2025, the total number of shares of capital stock authorized to be issued per the Company’s Amended and Restated Certificate of Incorporation 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 .

Each share of common stock issued and outstanding is entitled to one vote.

Public Offering

On July 21, 2023, the Company issued 16,774,193 shares of its Common Stock in a public offering (the “Offering”) at a price of $ 7.75 per share.

The aggregate net proceeds from the Offering, after underwriting discounts and commissions and other offering expenses, were $ 121.9 million.

Shelf Registration and At-The-Market Equity Offering

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In connection with the filing of the 2022 Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with BofA Securities, Inc.

(“BofA”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”), 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 2022 Registration Statement.

On April 23, 2023, the Company entered into an amendment to the Sales Agreement (as amended, the “Amended Sales Agreement”) to add BTIG, LLC (“BTIG”) as a sales agent under the Amended Sales Agreement (BTIG, together with BofA and Stifel, the “Sales Agents”).

Pursuant to the Amended Sales Agreement, the Company will pay the Sales Agents a commission rate of up to 3.0 % of the gross

proceeds from the sale of any shares of Common Stock under the ATM.

(“BofA”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) 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 was included in the $ 200.0 million of securities that were registered for sale pursuant to the 2022 Registration Statement.

On April 23, 2023, the Company entered into an amendment to the Sales Agreement (as amended, the “Amended Sales Agreement”) to add BTIG, LLC (“BTIG”) as a sales agent under the Amended Sales Agreement (BTIG, BofA and Stifel are collectively referred to as the “Sales Agents”).

Pursuant to the Amended Sales Agreement, the Company will pay the Sales Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of the Company’s common stock made under the ATM.

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

During the year ended December 31, 2025, the Company did not sell any shares of common stock under the ATM.

During the year ended December 31, 2024, the Company issued and sold 2,068,246 shares of common stock under the ATM for net proceeds of $ 7.9 million, or $ 3.84 per share.

The Company did not sell any shares of Common Stock under the ATM during the year ended December 31, 2023.

The Company has issued shares of common stock for aggregate gross proceeds of $ 12.2 million under the ATM since the program’s inception.

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Pursuant to the 2024 Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million.

On November 13, 2025, the Company filed a prospectus supplement to the 2024 Registration Statement with respect to its ATM, designating up to $ 50.0 million of the $ 200.0 million of securities that may be offered pursuant to the 2024 Registration Statement for issuance under the ATM.

Restricted Stock Units

During the year ended December 31, 2024, the Company issued 115,376 shares of Common Stock in settlement of fully vested RSUs.

During the years ended December 31, 2025 and 2024, the Company issued 446,756 and 115,376 shares, respectively, of its common stock in settlement of fully vested RSUs.

Common Stock Warrant

On November 10, 2023, in accordance with the Loan Agreement, the Company issued the Loan Warrant to purchase 730,769 shares of Common Stock at an exercise price of $ 1.95 with a ten-year contractual term and an allocated fair value of $ 1.1 million.

On November 10, 2023, in accordance with the Loan Agreement, the Company issued the Loan Warrant to purchase 730,769 shares of its common stock at an exercise price of $ 1.95 with a ten-year contractual term and an allocated fair value of $ 1.1 million.

This warrant is outstanding as of December 31, 2025.

In accordance with ASC 815, the Loan Warrant issued in 2023 did not meet the definition of a derivative and was classified in stockholders’ equity in the balance sheet.

The Black-Scholes option-pricing model was used to estimate the fair value of the warrant on November 10, 2023 with the following weighted average assumptions:

Risk-free interest rate 4.6 %

Contractual term (in years) 10

Expected volatility 98.4 %

Expected dividend yield 0 %

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.

The 2021 Plan is a successor to the Company’s Amended and Restated Stock Performance Plan that was adopted by the Company’s board of directors (“Board”) and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 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 units, performance awards and other forms of stock awards to employees, directors and consultants, became effective on June 30, 2021.

The 2021 Plan is a successor to the Company’s Amended and Restated Stock Performance Plan that was adopted by the Company’s board of directors and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”).

Following the effectiveness of the 2021 Plan, no further grants may be made under the 2013 Plan;

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As of December 31, 2025, there were 3,129,483 options outstanding under the 2013 Plan.

The number of shares of Common Stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year through January 1, 2031, in an amount equal to 5 % of the total number of shares of Common Stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or a lesser number of shares determined by the Board prior to the applicable January 1.

The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year through January 1, 2031, in an amount equal to 5 % of the total number of shares of 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 of directors prior to the applicable January 1.

On January 1, 2025, the number of shares of common stock reserved for issuance under the 2021 Plan automatically increased by 3,004,704 shares.

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Stock options granted after December 31, 2017 generally vest monthly over a range of 12 to 48 months or vest monthly over a total of 48 months following a one-year cliff and all have a ten-year contractual term.

Stock options granted to consultants during the year ended December 31, 2024 vest quarterly over a one-year period, provided the consultants continue to perform services as dictated by their respective consulting agreements with the Company.

During the years ended December 31, 2024 and 2023, the Company also issued option awards to members of its Board that vest in full on the first anniversary of the grant date.

Beginning January 1, 2024, stock options granted to consultants vest quarterly over a one-year period, provided the consultants continue to perform services as dictated by their respective consulting agreements with the Company.

Annual option awards issued to members of the Company’s board of directors vest in full on the first anniversary of the grant date.

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

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

Therefore, it estimates its expected stock volatility using a weighted average blend of historical volatility of a publicly traded set of peer companies, as well as its own historical volatility.

The Company’s common stock became publicly traded in July 2021.

Prior to January 1, 2025, the Company lacked sufficient company-specific historical and implied volatility information for its common stock and estimated its expected stock volatility using a weighted average blend of historical volatility of a publicly traded set of peer companies, as well as its own historical volatility.

Beginning on January 1, 2025, based on the availability of sufficient historical trading data of the Company’s common stock, the Company began using its historical volatility to estimate expected stock volatility.

Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined using the “simplified” method for awards.

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected

term of the award.

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:

The following table reflects summarized stock option activity during the year ended December 31, 2025:

Stock Options Weighted Average

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Granted 2,188,960 $ 1.64

Exercised ( 34,530 ) $ 1.13

Forfeited ( 75,402 ) $ 2.75

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Vested and exercisable as of December 31, 2025 8,421,358 $ 3.66 6.2 $ 346

No options were exercised during the year ended December 31, 2024.

The intrinsic value of stock options exercised during the year ended December 31, 2023 was approximately $ 0.5 million.

The intrinsic value of stock options exercised during the year ended December 31, 2025 was immaterial .

There were no stock options exercised during the year ended December 31, 2024.

As of December 31, 2025, total unrecognized compensation cost related to unvested stock option awards granted was approximately $ 9.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.2 years.

Restricted Stock Units

RSU awards granted to employees during the years ended December 31, 2024 and 2023 vest in equal annual installments on the first three anniversaries of the grant date.

RSUs granted to employees vest in equal annual installments on the first three anniversaries of the grant date and RSUs granted to members of the Company’s board of directors vest in full on the first anniversary of the grant date.

The following table reflects summarized RSU activity during the year ended December 31, 2025:

Number of Shares Weighted Average Grant Date Fair Value

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

provided, however, 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).

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

On January 1, 2025, the number of shares of common stock reserved for issuance under the ESPP automatically increased by 600,941 shares.

As of December 31, 2024, there were a total of 1,769,088 shares authorized for issuance and there have been no purchases of shares under the ESPP.

As of December 31, 2025, there are a total of 2,370,029 shares reserved for issuance under the ESPP and there have been no purchases of shares under the ESPP, as the ESPP has not yet been implemented.

The Company has not recorded any tax provision or benefit for federal income taxes for the years ended December 31, 2025 and 2024.

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Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and NOL and R&D tax credit carryforwards.

A reconciliation of the expected tax computed at the U.S.

statutory federal income tax rate to the total benefit for income taxes for the years ended December 31, 2024 and 2023 is as follows:

A reconciliation of the U.S.

statutory federal income tax rate of 21% to the Company’s effective income tax rate, after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:

Year Ended December 31, 2025

Amount Percent

Statutory federal income tax rate $ ( 25,453 ) 21.0 %

Non-deductible stock compensation 1,222 ( 1.0 )

Other 432 ( 0.4 )

Change in valuation allowance 23,799 ( 19.6 )

Income tax provision $ — — %

A reconciliation of the U.S.

statutory federal income tax rate of 21% to the Company’s effective income tax rate, prior to the adoption of ASU 2023-09 for the year ended December 31, 2024 is as follows:

Year Ended December 31, 2024

Statutory federal income tax rate 21.0 %

State tax, net of federal benefit 3.1 %

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The Company has not completed a formal analysis of the potential impact of Section 382 on its deferred tax assets as of December 31, 2025.

Until this analysis has been completed, the Company has not adjusted any of its deferred tax assets, including NOLs or R&D credits.

Until this analysis has been completed, the Company has not adjusted any of its deferred tax assets,

including NOLs or R&D credits.

The Company will reassess the amount of NOLs and credits subject to limitation under Section 382 when a study is complete.

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Segment net loss $ 121,335 $ 102,329

(1) Includes a $ 0.7 million non-cash charge for the year ended December 31, 2023.

(2) Includes Acumen-managed research, consultants and contractors, as well as internal personnel and operating expenses, and excludes stock-based compensation expense and depreciation.

(1) Includes Company-managed research, consultants and contractors, as well as internal personnel and operating expenses, and excludes stock-based compensation expense and depreciation.

(2) Excludes stock-based compensation expense and depreciation.

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

In July 2025, the Company entered into a collaboration, option and license agreement with JCR Pharmaceuticals Co.

( “ JCR ”) to develop an Aß oligomer-targeted Enhanced Brain Delivery (EBD TM ) therapy for the treatment of AD.

Under the terms of the agreement, the Company paid JCR an upfront license payment, which was recognized as in-process research and development expense during the year ended December 31, 2025.

Additionally, if the Company exercises its exclusive option to develop up to two development candidates, JCR will be eligible to receive an option exercise payment of $ 9.25 million.

JCR will also be eligible to receive future milestone payments of up to $ 40.0 million related to development, and up to $ 515.0 million related to sales, for a total of up to $ 555.0 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration.

In November 2023, the Company entered into a Non-exclusive Collaboration and License Agreement (the “Halozyme License Agreement”) with Halozyme, Inc.

(“Halozyme”).

Under the terms of the Halozyme License Agreement, Halozyme granted the Company a non-exclusive license to Halozyme’s drug delivery technology for the development of a subcutaneous formulation of sabirnetug (such combination, the “Halozyme Product”).

In January 2024, the Company paid a seven-figure upfront license payment for the Halozyme Product, which was included in accrued expenses and other current liabilities as of December 31, 2023.

Under the terms of the Halozyme License Agreement, Halozyme

granted the Company a non-exclusive license to Halozyme’s drug delivery technology for the development of a subcutaneous formulation of sabirnetug (such combination, the “Halozyme Product”).

In January 2024, the Company paid a seven-figure upfront license payment for the Halozyme Product.

The Company is required to make milestone payments upon the achievement of certain development and commercialization events with respect to the Halozyme Product, as well as milestone payments based on achievement of certain net sales levels of the Halozyme Product.

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In January 2026, the Company issued 727,052 shares of its common stock in settlement of fully vested RSUs.

The Company also issued 77,006 shares of its common stock in connection with the exercise of stock options subsequent to year end.

On March 13, 2026, the Company entered into a securities purchase agreement with certain institutional and accredited investors for a private placement (the “Private Placement”) of 10,833,331 shares of the Company’s common stock, at an offering price of $ 3.30 per share.

The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $ 35.75 million, before deducting applicable fees and expenses.

The Company intends to use the net proceeds from the Private Placement to primarily support its EBD program, including ongoing preclinical development work to support the nomination of a lead clinical candidate molecule, and for working capital and other general corporate purposes.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data