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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to_________

Commission File Number: 001-40551

___________________________

Acumen Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

___________________________


Delaware						36-4108129
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1210-1220 Washington Street, Suite 210, Newton, Massachusetts						02465
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (617) 344-4190

___________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ABOS

The Nasdaq Global Select Market

___________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 8, 2025, the registrant had 60,573,425 shares of common stock, par value $0.0001 per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Balance Sheets	4
	Condensed Statements of Operations and Comprehensive Loss	5
	Condensed Statements of Changes in Stockholders’ Equity	7

	Condensed Statements of Cash Flows	8
	Notes to Condensed Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•the sufficiency of our existing cash and cash equivalents and marketable securities to fund our future operating expenses and capital expenditure requirements;

•our ability to obtain funding for our operations, including funding necessary to develop and commercialize sabirnetug, subject to obtaining necessary regulatory approvals;

•the ability of our clinical trials to demonstrate the safety and efficacy of sabirnetug, and other positive results;

•the therapeutic potential of sabirnetug, including its potential for improved safety and efficacy as compared to other monoclonal antibodies approved and/or in development, as well as our expectations concerning our ongoing ALTITUDE-AD clinical trial and any future clinical trials we may conduct;

•the structure, focus, success, cost and timing of our development activities, nonclinical studies and clinical trials, and the reporting of data from those clinical trials;

•the therapeutic potential of an oligomer-targeted Enhanced Brain Delivery (EBDTM) therapy for Alzheimer's disease;

•our plans relating to commercializing sabirnetug, subject to obtaining necessary regulatory approvals;

•our ability to attract and retain key scientific and clinical personnel;

•our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

•our reliance on third parties to conduct clinical trials of sabirnetug and manufacture sabirnetug for nonclinical studies and clinical trials;

•the success of competing therapies that are or may become available;

•our plans and ability to obtain or protect our intellectual property rights, including extensions of existing patent terms where available or the use of data market exclusivity to provide protection from generic or biosimilar versions of our product;

•the scope of protection we are able to establish and maintain for intellectual property rights covering sabirnetug and our technology;

•potential claims relating to our intellectual property;

•existing regulations and regulatory developments in the United States and other jurisdictions;

•our ability to obtain and maintain regulatory approval of sabirnetug, and any related restrictions, limitations and/or warnings in the label of any approved product candidate;

•our plans relating to the further development and manufacturing of sabirnetug, including additional therapeutic indications we may pursue;

•our ability to develop and maintain our corporate infrastructure, including our ability to design and maintain an effective system of internal controls;

•our financial performance; and

•our expectations regarding the time period during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

You should not rely on forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the header “Risk

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Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 (the “Annual Report”), and in our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained herein. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made, and we undertake no obligation to update them to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

Unless the context otherwise indicates, references in this report to the terms “Acumen,” “the Company,” “we,” “our” and “us” refer to Acumen Pharmaceuticals, Inc.

We may announce material business and financial information to our investors using our investor relations website (investors.acumenpharm.com). We therefore encourage investors and others interested in Acumen to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Our website and information included in or linked to our website are not part of this Quarterly Report on Form 10-Q.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Acumen Pharmaceuticals, Inc.

Condensed Balance Sheets

(in thousands, except share and per share data)


	June 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	36,810	$	35,627
Marketable securities, short-term	106,559		135,930
Prepaid expenses and other current assets	5,035		6,749
Total current assets	148,404		178,306
Marketable securities, long-term	22,797		59,968
Restricted cash	232		232
Other assets, long-term	464		486
Total assets	$	171,897	$	238,992
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,103	$	5,648
Accrued clinical trial expenses	11,108		15,344
Accrued expenses and other current liabilities	11,650		6,615
Total current liabilities	24,861		27,607
Debt, long-term	29,882		29,419
Other liabilities, long-term	77		150
Total liabilities	54,820		57,176
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value; 300,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 60,573,425 and 60,094,083 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	6		6
Additional paid-in capital	511,921		506,985
Accumulated deficit	(394,873)		(325,127)
Accumulated other comprehensive income (loss)	23		(48)
Total stockholders’ equity	117,077		181,816
Total liabilities and stockholders’ equity	$	171,897	$	238,992

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

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Acumen Pharmaceuticals, Inc.

Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating expenses
Research and development	$	37,125	$	19,533	$	62,391	$	31,982
General and administrative	4,625		4,848		9,729		10,173
Total operating expenses	41,750		24,381		72,120		42,155
Loss from operations	(41,750)		(24,381)		(72,120)		(42,155)
Other income (expense)
Interest income	2,015		3,816		4,486		7,821
Interest expense	(1,046)		(1,004)		(2,069)		(2,004)
Change in fair value of embedded derivatives	(40)		1,100		150		1,050
Other expense, net	(129)		(68)		(193)		(122)
Total other income	800		3,844		2,374		6,745
Net loss	(40,950)		(20,537)		(69,746)		(35,410)
Other comprehensive gain (loss)
Unrealized gain (loss) on marketable securities	8		(20)		71		(476)
Comprehensive loss	$	(40,942)	$	(20,557)	$	(69,675)	$	(35,886)
Net loss per common share, basic and diluted	$	(0.68)	$	(0.34)	$	(1.15)	$	(0.59)
Weighted-average shares outstanding, basic and diluted	60,573,425		60,079,778		60,549,658		59,945,889

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

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Acumen Pharmaceuticals, Inc.

Condensed Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(unaudited)

For the Three Months Ended June 30, 2025


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of March 31, 2025	60,573,425	$	6	$	509,423	$	(353,923)	$	15	$	155,521


Unrealized gain on marketable securities	—	—		—		—		8		8
Stock-based compensation	—	—		2,498		—		—		2,498
Net loss	—	—		—		(40,950)		—		(40,950)
Balance as of June 30, 2025	60,573,425	$	6	$	511,921	$	(394,873)	$	23	$	117,077

For the Three Months Ended June 30, 2024


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of March 31, 2024	60,079,778	$	6	$	499,843	$	(237,671)	$	(144)	$	262,034
Unrealized loss on marketable securities	—	—		—		—		(20)		(20)

Stock-based compensation	—	—		2,470		—		—		2,470
Net loss	—	—		—		(20,537)		—		(20,537)
Balance as of June 30, 2024	60,079,778	$	6	$	502,313	$	(258,208)	$	(164)	$	243,947

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

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Acumen Pharmaceuticals, Inc.

Condensed Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(unaudited)

For the Six Months Ended June 30, 2025


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2024	60,094,083	$	6	$	506,985	$	(325,127)	$	(48)	$	181,816
Issuance of common stock for restricted stock units, net of shares withheld for taxes	446,756	—		(73)		—		—		(73)
Stock options exercised for cash	32,586	—		37		—		—		37
Unrealized gain on marketable securities	—	—		—		—		71		71
Stock-based compensation	—	—		4,972		—		—		4,972
Net loss	—	—		—		(69,746)		—		(69,746)
Balance as of June 30, 2025	60,573,425	$	6	$	511,921	$	(394,873)	$	23	$	117,077

For the Six Months Ended June 30, 2024


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2023	57,910,461	$	6	$	489,453	$	(222,798)	$	312	$	266,973
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	101,071	—		(32)		—		—		(32)
Unrealized loss on marketable securities	—	—		—		—		(476)		(476)

Stock-based compensation	—	—		4,954		—		—		4,954
Net loss	—	—		—		(35,410)		—		(35,410)
Balance as of June 30, 2024	60,079,778	$	6	$	502,313	$	(258,208)	$	(164)	$	243,947

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

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Acumen Pharmaceuticals, Inc.

Condensed Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(69,746)	$	(35,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	31		33
Stock-based compensation expense	4,972		4,954
Amortization of premiums and accretion of discounts on marketable securities, net	(644)		(3,222)
Change in fair value of embedded derivatives	(150)		(1,050)
Amortization of right-of-use asset	61		56
Realized gain on marketable securities	(3)		(2)
Non-cash interest expense	613		539

Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,714		(3,350)
Other long-term assets	18		(7)
Accounts payable	(3,545)		2,823
Accrued clinical trial expenses	(4,236)		2,640
Accrued expenses and other liabilities	4,962		(2,385)
Finance lease liability	—		(23)
Net cash used in operating activities	(65,953)		(34,404)
Cash flows from investing activities
Purchases of marketable securities	(38,056)		(57,093)
Proceeds from maturities and sales of marketable securities	105,316		85,605
Purchases of property and equipment	(88)		(16)
Net cash provided by investing activities	67,172		28,496
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs	—		7,938
Proceeds from exercise of stock options	37		—
Payment for financing lease	—		(739)
Payments for deferred offering costs	—		(188)
Repurchase of common shares to pay employee withholding taxes	(73)		(32)
Net cash provided by (used in) financing activities	(36)		6,979
Net change in cash and cash equivalents and restricted cash	1,183		1,071
Cash and cash equivalents and restricted cash at the beginning of the period	35,859		67,119
Cash and cash equivalents and restricted cash at the end of the period	$	37,042	$	68,190
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	—	$	—
Cash paid for interest	$	1,464	$	1,496
Supplemental disclosure of noncash investing and financing activities
Deferred offering costs in accrued expenses and other current liabilities	$	—	$	9

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

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Acumen Pharmaceuticals, Inc. (“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”). 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. The Company’s scientific founders pioneered research on soluble amyloid-beta oligomers (“AßOs”), which are globular assemblies of the amyloid-beta (“Aß”) peptide that are distinct from Aß monomers and amyloid plaques. 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 focused on advancing a targeted immunotherapy drug candidate, sabirnetug, in its Phase 2 ALTITUDE-AD clinical trial following results of the Company’s Phase 1 INTERCEPT-AD clinical trial in “early AD” patients (patients with mild cognitive impairment or mild dementia due to AD) that were reported in July 2023. Sabirnetug is a recombinant humanized immunoglobulin gamma 2 monoclonal antibody that was designed to selectively target AßOs. In addition, we are investigating a subcutaneous dosing option of sabirnetug, as well as a blood-brain barrier-penetrating, oligomer-targeted Enhanced Brain Delivery (EBDTM) 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 June 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $394.9 million and $325.1 million, respectively, and working capital of $123.5 million and $150.7 million, respectively. Management believes that the Company has sufficient cash to continue operating activities for beyond 12 months from the 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, 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. 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 or 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 Phase 1 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.

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of its operations and its cash flows for the periods presented. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. 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. There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s Annual Report.

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed financial statements and notes to the condensed financial statements. On the statement of cash flows, operating lease liability is presented within accrued expenses and other liabilities instead of as a separate line item.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, as well as the reported amounts of expenses during the reporting periods. 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.

Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. 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 embedded derivatives within the Company’s long-term debt and significant estimates in the Company’s accrued research and development expenses.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company had $36.6 million and $35.3 million in cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

Restricted cash primarily consists of deposited cash collateral for the Company’s credit card program.

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

The following table provides a reconciliation of cash, cash equivalents and restricted cash from the balance sheets to the statements of cash flows (in thousands):


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	36,810	$	35,627
Restricted cash	232		232
Total cash, cash equivalents and restricted cash	$	37,042	$	35,859

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses due to credit risk on such accounts during any of the periods presented.

Net Loss Per Share of Common Stock

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, stock options, restricted stock units (“RSUs”) and warrants, which would result in the issuance of incremental shares of common stock. However, potential shares of common stock are excluded if their effect is anti-dilutive. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

Potentially dilutive securities not included in the calculation of diluted net loss per share of common stock as of the periods presented, because to do so would be anti-dilutive, were as follows:


	June 30,
	2025	2024
Shares issuable upon exercise of stock options	12,539,238	10,207,900
Shares issuable upon conversion election for term loan facility	988,142	988,142
Shares issuable upon exercise of warrant	730,769	730,769
Unvested RSUs	1,917,293	1,411,330
Total	16,175,442	13,338,141

Segment Information

Operating segments are defined as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its chief executive officer. The Company has one operating segment focused on the research and development of sabirnetug for the treatment of patients with AD. See Note 9. Segments.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its financial statements and disclosures.

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

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

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 January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09; however, the standard will not have an impact on the Company’s financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to require more detailed disclosures about specified categories of expenses, including employee compensation, depreciation and amortization, included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 31, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. 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. The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures.

NOTE 3. MARKETABLE SECURITIES

The Company’s marketable securities consisted of the following (in thousands):


	June 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities, short-term
Corporate debt securities	$	88,565	$	42	$	(73)	$	88,534

Government and agency - U.S.	18,019		7		(1)		18,025
Total available-for-sale securities, short-term	106,584		49		(74)		106,559
Available-for-sale securities, long-term
Corporate debt securities	22,749		51		(3)		22,797

Total available-for-sale securities, long-term	22,749		51		(3)		22,797
Total available-for-sale securities	$	129,333	$	100	$	(77)	$	129,356


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities, short-term
Corporate debt securities	$	118,813	$	128	$	(8)	$	118,933

Government and agency - U.S.	16,962		35		—		16,997
Total available-for-sale securities, short-term	135,775		163		(8)		135,930
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

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of available-for-sale marketable securities with unrealized losses, which have been segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months (in thousands):


	June 30, 2025
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	59,519	$	(76)	$	—	$	—	$	59,519	$	(76)
Government and agency - U.S.	8,963		(1)		—		—		8,963		(1)
Total	$	68,482	$	(77)	$	—	$	—	$	68,482	$	(77)


	December 31, 2024
	Less than 12 Months				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate debt securities	$	73,952	$	(211)	$	2,515	$	—	$	76,467	$	(211)

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

As of June 30, 2025, 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, none of the Company’s available-for-sale marketable securities as of June 30, 2025 have been in an unrealized loss position for more than 12 months. Additionally, 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 three and six months ended June 30, 2025 and 2024. There were no realized gains or losses recognized during the three months ended June 30, 2025 and 2024. The Company recorded immaterial realized gains during the six months ended June 30, 2025 and 2024.

NOTE 4. 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):


	Fair value measurements as of June 30, 2025 using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2025
Assets included in:
Cash and cash equivalents
Money market securities	$	36,578	$	—	$	—	$	36,578

Marketable securities
Corporate debt securities	—		111,331		—		111,331
Government and agency - U.S.	—		18,025		—		18,025
Total fair value	$	36,578	$	129,356	$	—	$	165,934
Liabilities included in:
Debt, long-term
Embedded derivatives liability	$	—	$	—	$	820	$	820
Total fair value	$	—	$	—	$	820	$	820

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)


	Fair value measurements as of December 31, 2024 using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31, 2024
Assets included in:
Cash and cash equivalents
Money market securities	$	35,268	$	—	$	—	$	35,268
Marketable securities
Corporate debt securities	—		178,901		—		178,901

Government and agency - U.S.	—		16,997		—		16,997
Total fair value	$	35,268	$	195,898	$	—	$	231,166
Liabilities included in:
Debt, long-term
Embedded derivatives liability	$	—	$	—	$	970	$	970
Total fair value	$	—	$	—	$	970	$	970

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

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 Company’s term loan facility (the “Term Loan”) were determined to be embedded derivatives requiring separate measurement from the loan host instrument. For additional information regarding the Term Loan, see Note 6. Debt.

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

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

The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2025 (in thousands):


Balance, December 31, 2024	$	970
Change in fair value of embedded derivatives	(150)
Balance, June 30, 2025	$	820

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

NOTE 5. SUPPLEMENTAL FINANCIAL INFORMATION

Prepaid expenses and other assets as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	June 30, 2025
	Prepaid Expenses and Other Current Assets		Other Long-Term Assets		Total Prepaid Expenses and Other Assets
Research and development service agreements	$	4,024	$	50	$	4,074
Other receivables	315		—		315
Dues and subscriptions	247		—		247
Prepaid insurance	169		—		169
Right-of-use asset	—		205		205
Property and equipment, net (1)	—		130		130
Other	280		79		359
Total	$	5,035	$	464	$	5,499


	December 31, 2024
	Prepaid Expenses and Other Current Assets		Other Long-Term Assets		Total Prepaid Expenses and Other Assets
Research and development service agreements	$	4,841	$	75	$	4,916
Prepaid insurance	858		—		858
Other receivables	345		—		345
Dues and subscriptions	230		—		230
Right-of-use asset	—		266		266
Property and equipment, net (1)	—		73		73
Other	475		72		547
Total	$	6,749	$	486	$	7,235

(1) As of both June 30, 2025 and December 31, 2024, accumulated depreciation totaled approximately $0.1 million.

Accrued expenses and other liabilities as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	June 30, 2025
	Accrued Expenses and Other Current Liabilities		Other Long-Term Liabilities		Total Accrued Expenses and Other Liabilities
Research and development	$	9,263	$	—	$	9,263
Compensation and other employee liabilities	1,843		—		1,843
Interest	241		—		241
Operating lease liability	142		77		219
Other	161		—		161
Total	$	11,650	$	77	$	11,727

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)


	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
Research and development	1,796		—		1,796
Interest	249		—		249
Operating lease liability	133		150		283
Other	230		—		230
Total	$	6,615	$	150	$	6,765

NOTE 6. DEBT

Term Loan

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 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. The principal amount of the Term Loan outstanding under the Loan Agreement bears interest per annum at the greater of (i) 9.65% or (ii) the sum of the prime rate last quoted in The Wall Street Journal plus 1.15% for such interest period. The Term Loan matures on November 1, 2027, and can be extended to November 1, 2028 if the Company achieves certain financing milestones. The Loan Agreement provides for a final payment fee of an additional $1.6 million (the “Final Payment”) due upon repayment of the Term Loan. As security for its obligations under the Loan Agreement, the Company granted the lenders a security interest in substantially all of the Company’s assets (other than intellectual property).

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 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.

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. See additional discussion in Note 7. Stockholders’ Equity.

The initial recognition of the direct fees of $0.5 million, the Final Payment of $1.6 million, the initial 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.

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

Outstanding debt consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Principal value of Term Loan, including Final Payment of $1,635	$	31,635	$	31,635
Fair value of bifurcated embedded derivatives	820		970
Unamortized debt discount	(2,573)		(3,186)
Total debt, long-term	$	29,882	$	29,419

The following table provides the components of interest expense (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest expense based on the coupon interest rate of the outstanding debt	$	732	$	733	$	1,456	$	1,465
Accretion of debt discount	314		271		613		533
Total interest expense related to debt	$	1,046	$	1,004	$	2,069	$	1,998

For the three and six months ended June 30, 2025 the effective interest rate for the Term Loan was 14.1% and 14.0%, respectively. For the three and six months ended June 30, 2024 the effective interest rate for the Term Loan was 13.6% and 13.4%, respectively.

As of June 30, 2025, the aggregate principal payments due for the Term Loan by year are as follows (in thousands):


Year ended December 31, 2026	$	10,104
Year ended December 31, 2027	21,531
Total principal payments due for Term Loan	$	31,635

NOTE 7. STOCKHOLDERS’ EQUITY

Authorized Shares

As of June 30, 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 per share, and 300,000,000 shares designated as common stock with a par value of $0.0001 per share. Each share of common stock issued and outstanding is entitled to one vote.

Shelf Registration and Equity Offerings

On July 1, 2022, the Company filed a shelf registration statement on Form S-3 (the “2022 Registration Statement”). Pursuant to the 2022 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 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. The Company is not obligated to make any sales of shares of its common stock under the ATM.

During the six months ended June 30, 2025, the Company did not sell any shares of common stock under the ATM. During the six months ended June 30, 2024, the Company issued and sold 2,068,246 shares of common stock under the ATM for

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

net proceeds of $7.9 million, or $3.84 per share. The Company has issued shares of common stock for aggregate gross proceeds of $12.2 million under the ATM since the program’s inception.

On March 27, 2024, the Company filed a shelf registration statement on Form S-3 (the “2024 Registration Statement”). 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.

Restricted Stock Units

During the six months ended June 30, 2025 and 2024, the Company issued 446,756 and 101,071 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 10-year contractual term. This equity-classified warrant is outstanding as of June 30, 2025.

NOTE 8. 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, RSU 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 (the “Board”) and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”). The maximum number of shares of common stock that may be issued upon the exercise of incentive stock options under the 2021 Plan is 12,000,000 shares. Following the effectiveness of the 2021 Plan, no further grants may be made under the 2013 Plan; however, any outstanding equity awards granted under the 2013 Plan continue to be governed by the terms of the 2013 Plan. As of June 30, 2025, there were 3,135,607 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. 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.

As of June 30, 2025, a total of 17,673,425 shares were authorized for issuance under the 2021 Plan and 2,376,155 shares remained available for issuance under the 2021 Plan.

The Company recorded stock-based compensation expense in the following expense categories of its condensed statements of operations for the periods shown (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
General and administrative	$	1,491	$	1,596	$	2,983	$	3,242
Research and development	1,007		874		1,989		1,712
Total stock-based compensation	$	2,498	$	2,470	$	4,972	$	4,954

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

Stock Options

The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the six months ended June 30, 2025 and 2024 with the following weighted average assumptions:


	Six Months Ended June 30,
	2025	2024
Risk-free interest rate	3.93% - 4.52%	3.82% - 5.10%
Expected term (in years)	1.0 - 6.0	0.9 - 6.1
Expected volatility	76% - 92%	92% - 103%
Expected dividend yield	0%	0%

The weighted average grant date fair value of options granted during the six months ended June 30, 2025 and 2024 was $1.26 per share and $3.00 per share, respectively.

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 10-year contractual term. The Company also issues annual option awards to members of its Board that 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 also have a 10-year term. 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. 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. 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	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024	10,656,129	$	3.83
Granted	2,094,800	$	1.64
Exercised	(32,586)	$	1.13
Forfeited	(59,303)	$	2.64
Expired	(119,802)	$	4.35
Outstanding as of June 30, 2025	12,539,238	$	3.47	7.4	$	374
Vested and exercisable as of June 30, 2025	7,319,469	$	3.60	6.5	$	344

As of June 30, 2025, total unrecognized compensation costs related to unvested stock option awards were approximately $12.8 million, which the Company expects to recognize over a weighted-average period of approximately 2.5 years.

Restricted Stock Units

The Company grants an annual RSU award to each of its employees and, beginning in June 2025, the Company also grants an annual RSU award to members of its Board. RSU awards granted to employees vest in equal annual installments on the

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

first three anniversaries of the grant date and RSU awards granted to members of the Board vest in full on the first anniversary of the grant date.

The following table reflects summarized RSU award activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024	1,354,543	$	4.46
Granted	1,066,950	$	1.73
Vested	(485,867)	$	4.57
Forfeited	(18,333)	$	2.16
Unvested as of June 30, 2025	1,917,293	$	2.93

As of June 30, 2025, total unrecognized compensation costs related to unvested RSUs were approximately $4.3 million, which the Company expects to recognize over a weighted-average period of approximately 2.0 years.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “ESPP”), which permits employees to purchase shares of common stock, became effective on June 30, 2021. 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). 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 June 30, 2025, there are a total of 2,370,029 shares authorized for issuance under the ESPP and there have been no purchases of shares under the ESPP, as the ESPP has not yet been implemented.

NOTE 9. SEGMENT REPORTING

The Company manages its operations as a single segment. The CODM assesses performance and allocates resources for its clinical-stage biopharmaceutical segment based on net loss, which is reported on the statement of operations and comprehensive loss as net loss. The CODM is regularly provided with actual, budgeted and forecasted expense information to make decisions on resource allocation and assess performance of the business and monitor budget versus actual results using loss from operations. Substantially all long-lived assets are located in the United States. The measure of segment assets is reported on the balance sheet as total assets.

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

The following table presents selected financial information about the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating Expenses
Research and development
External costs	$	31,559	$	13,862	$	50,986	$	21,168
Internally managed costs (1)	4,556		4,790		9,409		9,088
General and administrative (2)	3,121		3,243		6,722		6,913
Other segment expenses (3)	2,514		2,486		5,003		4,986
Other income, net	(800)		(3,844)		(2,374)		(6,745)
Segment net loss	$	40,950	$	20,537	$	69,746	$	35,410

(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.

(3) Other segment expenses include stock-based compensation expense and depreciation.

NOTE 10. COMMITMENTS AND CONTINGENCIES

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. 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 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. 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. The Company will also make single-digit royalty payments based on worldwide net sales of the Halozyme Product. The upfront license payment and milestones are recorded as in-process research and development expense when incurred.

In November 2022, the Company entered into a License Agreement (“Lonza License Agreement”) with Lonza Sales AG (“Lonza”). Under the terms of the Lonza License Agreement, Lonza granted the Company a worldwide non-exclusive license to use Lonza’s glutamine synthetase gene expression system to manufacture and commercialize sabirnetug (the “Lonza Product”). Under the terms of the Lonza License Agreement, in consideration of the licenses and consents granted to the Company, the Company paid an upfront fee of 1.0 million Swiss Francs. The Company is also required to pay certain royalties upon commercialization and annual payments on a country-by-country basis in respect of the manufacturing and sale of the Lonza Product, which include (i) a royalty of less than 1% on net sales where Lonza manufactures the Lonza Product, (ii) an annual royalty payment in Swiss Francs in the low six-digits and a royalty of less than 1% on net sales where the Company manufactures the Lonza Product and (iii) an annual payment in Swiss Francs in the mid-six-digits per sublicense and a royalty on net sales in the low single digits where a third party manufactures the Lonza Product. These payment obligations expire ten years from the first commercial sales of the Lonza Product in such country of sale.

NOTE 11. SUBSEQUENT EVENTS

In July 2025, the Company entered into a collaboration, option and license agreement with JCR Pharmaceuticals (“JCR”) to develop an oligomer-targeted Enhanced Brain Delivery (EBDTM) therapy for AD. Under the terms of the agreement, in addition to an upfront payment that JCR received, if the Company exercises its exclusive option to develop up to two development candidates, JCR will be eligible for an additional option payment of $9.25 million. JCR will also be eligible to

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Acumen Pharmaceuticals, Inc.

Notes to Condensed Financial Statements

(unaudited)

receive future milestone payments of up to $40 million related to development, and up to $515 million related to sales, for a total of up to $555 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the audited financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in the Annual Report for a discussion of important factors that could cause our actual results to differ materially from those described in or implied by these forward-looking statements.

Overview

We are a clinical-stage biopharmaceutical company developing a novel disease-modifying approach to target what we believe to be a key underlying cause of Alzheimer’s disease, or 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. Our scientific founders pioneered research on soluble amyloid-beta oligomers, or AßOs, which are globular assemblies of the amyloid-beta, or Aß, peptide that are distinct from Aß monomers and amyloid plaques. 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. We are currently focused on advancing a targeted immunotherapy drug candidate, sabirnetug, in our Phase 2 ALTITUDE-AD clinical trial following Phase 1 results in “early AD” patients (patients with mild cognitive impairment or mild dementia due to AD) that were reported in July 2023. Sabirnetug is a recombinant humanized immunoglobulin gamma 2, or IgG2, monoclonal antibody, or mAb, that was designed to selectively target AßOs. In addition, we are investigating a subcutaneous dosing option of sabirnetug, as well as a blood-brain barrier-penetrating, oligomer-targeted Enhanced Brain Delivery (EBDTM) therapy for AD.

In July 2023, we announced topline results from our Phase 1 clinical trial of sabirnetug, called INTERCEPT-AD, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD. We announced the initiation of our Phase 2 ALTITUDE-AD clinical trial of sabirnetug in May 2024 and completed enrollment in March 2025. We expect to announce top-line results for ALTITUDE-AD 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 up to 540 participants with mild cognitive impairment or mild dementia due to AD. We plan to use the Integrated Alzheimer’s Disease Rating Scale at 18 months as the primary outcome measure. The active doses for ALTITUDE-AD are 35 mg/kg and 50 mg/kg, both dosed intravenously every four weeks. These dose levels and frequency were selected based on extensive pharmacokinetic and pharmacodynamic modeling of our Phase 1 clinical trial data.

We announced the results of a Phase 1 clinical trial investigating a subcutaneous dosing option of sabirnetug in March 2025. This study in healthy volunteers enrolled 16 subjects who received four weekly subcutaneous doses of 1,200 mg of sabirnetug and 12 subjects who received a single intravenous dose of 2,800 mg of sabirnetug. The most frequently reported adverse events included injection site reactions (62.5%), all of which were mild (Grade 1) in severity and resolved. No other safety issues were identified. Additionally, subcutaneous administration of sabirnetug was shown to produce sufficient systemic exposure to support further development of this formulation as a more convenient administration option for patients.

In July 2025, we entered into a collaboration, option and license agreement with JCR Pharmaceuticals, or JCR, to develop an oligomer-targeted Enhanced Brain Delivery, or EBDTM, therapy for AD. Under the terms of the agreement, in addition to an upfront payment that JCR received, if we exercise our exclusive option to develop up to two development candidates, JCR will be eligible for an additional option payment of $9.25 million. Our option can be exercised when there is a preclinical candidate data package, inclusive of a non-human primate study, which is expected in early 2026. JCR will also be eligible to receive future milestone payments of up to $40 million related to development, and up to $515 million related to sales, for a total of up to $555 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration. The combination of sabirnetug or additional, novel, AβO-selective antibodies with JCR’s blood-brain barrier-penetrating technology, J-Brain Cargo®, strengthens Acumen’s portfolio of AβO-targeted therapies. The partnership is designed to advance potential next-generation treatment options for people living with AD, by targeting the development of products with enhanced efficacy, safety and convenience.

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We were incorporated in 1996 and were party to an exclusive license and research collaboration with Merck & Co., Inc., or Merck, in 2003. Although we acquired the exclusive rights to sabirnetug from Merck in 2011 following Merck’s strategic decision to focus its AD development efforts on a different product candidate, we did not recommence meaningful operations until we completed our first institutional fundraising in 2018. Since 2018, we have devoted substantially all of our efforts to organizing and staffing our company, business planning, raising capital, conducting discovery, research and development activities, and providing general and administrative support for these operations. We do not have any products approved for sale and have not generated any revenue from product sales. We have funded our operations primarily through the sale of our convertible preferred stock and common stock, the issuance of notes, entry into a term loan facility, grant revenue and, during our collaboration with Merck, certain payments received under our collaboration agreement.

In November 2023, we entered into a loan and security agreement, or the Loan Agreement, with K2 HealthVentures LLC, or, together with its affiliates, K2HV. The Loan Agreement provides us with a term loan facility in the aggregate principal amount of up to $50.0 million, of which we have borrowed $30.0 million in the first tranche and which was funded upon closing. The remaining $20.0 million is available for borrowing upon our request, subject to review by the lenders of certain information from us and discretionary approval by the lenders. The term loan facility matures on November 1, 2027 and can be extended to November 1, 2028, subject to our achievement of certain financing milestones. In accordance with the Loan Agreement, we issued to K2HV a warrant to purchase up to 730,769 shares of our common stock at an exercise price of $1.95 per share.

During the six months ended June 30, 2025, no shares of common stock were issued under our at-the-market offering program, or the ATM. In January 2024, we issued 2,068,246 shares of our common stock under the ATM, for net proceeds of $7.9 million, or $3.84 per share.

We have incurred net losses and negative cash flows from operations since our inception. Our net losses were $69.7 million and $35.4 million for the six months ended June 30, 2025 and 2024, respectively. Approximately $62.4 million, or 89%, of the net loss for the six months ended June 30, 2025 was due to research and development spending. As of June 30, 2025, we had an accumulated deficit of $394.9 million. Our net losses and cash flows from operations may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of nonclinical studies, clinical trials and our expenditures on other research and development activities. We expect our expenses and operating losses will increase substantially for the foreseeable future as we advance sabirnetug in clinical development, seek to expand our product candidate portfolio through developing additional product candidates, and incur additional costs associated with operating as a public company. It is likely that we will seek third-party collaborators for the future commercialization of sabirnetug or any other product candidate that is approved for marketing. Should we seek to commercialize our products at our own expense, we would incur significant additional expenses for marketing, sales, manufacturing and distribution. We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for our product candidates.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings or other sources, such as potential collaboration agreements, strategic alliances and licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. In addition, global economic conditions may impact our ability to raise additional funds, and we may be impacted by disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, tariff policy and geopolitical tensions between the United States and foreign countries, rising inflation and supply disruptions, the ongoing conflicts between Russia and Ukraine and Israel and Hamas and related sanctions, and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital, or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or future commercialization efforts. Our failure to raise capital or enter into such agreements as and when needed could have a material adverse effect on our business, results of operations and financial condition.

As of June 30, 2025, we had cash and cash equivalents and marketable securities of $166.2 million; included in this amount is the first tranche of $30.0 million that we received under our Loan Agreement, which was received on November 10, 2023. Based on our current operating plan, we expect that our existing cash and cash equivalents and marketable securities will be sufficient to enable us to fund our operating expenses and capital expenditure requirements into early 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect, including based on our decision to initiate other clinical trials or programs. See “Liquidity and Capital Resources.”

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Components of Results of Operations

Operating Expenses

Our operating expenses consist of research and development expenses and general and administrative expenses.

Research and Development Expenses

Research and development costs primarily consist of direct costs associated with consultants and materials, biologic shipping and storage, third-party contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, license agreements, salaries and other personnel-related expenses. Research and development costs are expensed as incurred. More specifically, these costs include:

•costs of funding research performed by third parties that conduct research and development and nonclinical and clinical activities on our behalf;

•costs of manufacturing drug supply and drug product;

•costs of conducting nonclinical studies and clinical trials of our product candidates;

•consulting and professional fees related to research and development activities, including stock-based compensation to non-employees;

•payments made pursuant to our license agreements;

•costs related to compliance with clinical regulatory requirements; and

•employee-related expenses, including salaries, benefits and stock-based compensation expenses for our research and development personnel.

As we currently only have one product candidate, sabirnetug, in clinical development, we do not separately track expenses by program. Further, we have historically relied primarily on consultants for research and development activities; our internal research and development personnel costs currently represent approximately 14% of our total research and development expenses. Our research and development expenses increased substantially since initiating the clinical trial program for sabirnetug in 2021. We expect that our research and development expenses will continue to increase substantially in connection with our continued clinical development activities for sabirnetug.

General and Administrative Expenses

General and administrative expenses consist primarily of employee-related expenses, including stock-based compensation costs, as well as business insurance, management and business consultants and other related costs. General and administrative expenses also include professional fees for legal, consulting, accounting, auditing, tax and patent services, investor and public relations, board of directors’ expenses, information technology, franchise taxes, rent, travel expenses and subscriptions.

We expect that our general and administrative expenses will increase as our organization and headcount required in the future grows to support continued research and development activities and potential commercialization of our product candidates. These increases will likely include increased costs related to the hiring of additional personnel and fees incurred for outside consultants, attorneys and accountants, among other expenses. Additionally, we expect to continue to incur significant expenses associated with being a public company, including costs of additional personnel, accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission, or SEC, requirements, director and officer insurance costs, and investor and public relations costs.

Other Income (Expense)

Other income (expense) includes interest income, interest expense, change in fair value of embedded derivatives and other expense, net. Interest income consists of interest income earned, as well as amortization and accretion of premiums and discounts, related to our investments in marketable securities. Interest expense includes interest due under the Loan Agreement, as well as the amortization of the related debt discount. The change in fair value of embedded derivatives relates to the embedded derivatives that were bifurcated from the term loan borrowed under the Loan Agreement, and accounted for as a derivative at fair value which is remeasured at each reporting period for the term of the loan. Other expense, net generally consists of fees incurred on our investments in marketable securities.

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Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Change
	2025		2024		$		%
Operating expenses
Research and development	$	37,125	$	19,533	$	17,592	90	%
General and administrative	4,625		4,848		(223)		(5)	%
Total operating expenses	41,750		24,381		17,369		71	%
Loss from operations	(41,750)		(24,381)		(17,369)		(71)	%
Other income (expense)
Interest income	2,015		3,816		(1,801)		(47)	%
Interest expense	(1,046)		(1,004)		(42)		(4)	%
Change in fair value of embedded derivatives	(40)		1,100		(1,140)		(104)	%
Other expense, net	(129)		(68)		(61)		(90)	%
Total other income	800		3,844		(3,044)		(79)	%
Net loss	$	(40,950)	$	(20,537)	$	(20,413)	(99)	%

Research and Development Expenses

Research and development expenses were $37.1 million and $19.5 million for the three months ended June 30, 2025 and 2024, respectively. The $17.6 million increase was primarily due to a $14.8 million increase for manufacturing and materials and a $4.5 million increase for CRO costs mainly related to investigator grant expenses associated with the ALTITUDE-AD clinical trial, for which we completed enrollment in March 2025 following dosing of the first patient in May 2024. Additionally, we incurred a $0.7 million increase for personnel-related costs. These increases were partially offset by decreases of $1.7 million for license agreement expenses and $0.7 million for other clinical research expenses, including assay development.

General and Administrative Expenses

General and administrative expenses were $4.6 million and $4.8 million for the three months ended June 30, 2025 and 2024, respectively. The $0.2 million decrease was primarily due to decreases in insurance and recruiting costs.

Other Income (Expense)

Other income was $0.8 million and $3.8 million for the three months ended June 30, 2025 and 2024, respectively. The $3.0 million decrease was primarily attributable to a $1.8 million decrease in interest income on our portfolio of marketable securities due to both lower interest rates and a lower average investment balance during the three months ended June 30, 2025 with the utilization of cash from investment maturities supporting our ongoing operating cash needs. Additionally, there were decreases in change in fair value of our embedded derivatives related to our Loan Agreement of $1.1 million and other expense, net of $0.1 million.

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Results of Operations

Comparison of the Six Months Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024 (in thousands):


	Six Months Ended June 30,				Change
	2025		2024		$		%
Operating expenses
Research and development	$	62,391	$	31,982	$	30,409	95	%
General and administrative	9,729		10,173		(444)		(4)	%
Total operating expenses	72,120		42,155		29,965		71	%
Loss from operations	(72,120)		(42,155)		(29,965)		(71)	%
Other income (expense)
Interest income	4,486		7,821		(3,335)		(43)	%
Interest expense	(2,069)		(2,004)		(65)		(3)	%
Change in fair value of embedded derivatives	150		1,050		(900)		86	%
Other expense, net	(193)		(122)		(71)		(58)	%
Total other income	2,374		6,745		(4,371)		(65)	%
Net loss	$	(69,746)	$	(35,410)	$	(34,336)	(97)	%

Research and Development Expenses

Research and development expenses were $62.4 million and $32.0 million for the six months ended June 30, 2025 and 2024, respectively. The $30.4 million increase was primarily due to a $19.4 million increase for manufacturing and materials and an $11.5 million increase for CRO costs mainly related to investigator grant expenses associated with the ALTITUDE-AD clinical trial, for which we completed enrollment in March 2025 following dosing of the first patient in May 2024. Additionally, we incurred a $1.7 million increase for personnel-related costs, a $0.7 million increase for other research expenses and a $0.4 million increase for shipping, packaging and storage costs. These increases were partially offset by decreases in the following: $1.7 million for license agreement expenses, $0.9 million related to services provided by research and development consultants and contractors, and $0.7 million for other clinical trial expenses.

General and Administrative Expenses

General and administrative expenses were $9.7 million and $10.2 million for the six months ended June 30, 2025 and 2024, respectively. The $0.5 million decrease was primarily due to decreases in the following: $0.2 million for insurance expense, $0.2 million for recruiting costs and $0.1 million for consulting expenses.

Other Income (Expense)

Other income was $2.4 million and $6.7 million for the six months ended June 30, 2025 and 2024, respectively. The $4.3 million decrease was primarily attributable to a $3.3 million decrease in interest income on our portfolio of marketable securities due to both lower interest rates and a lower average investment balance during the six months ended June 30, 2025 with the utilization of cash from investment maturities supporting our ongoing operating cash needs. Additionally, there were decreases in change in fair value of our embedded derivatives related to our Loan Agreement of $0.9 million and other expense, net of $0.1 million.

Liquidity and Capital Resources

We have incurred net losses since inception. We have not generated any revenue from product sales or any other sources other than grant revenue and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any drug candidates for at least several years, if ever.

Our operations have been financed primarily by net proceeds from the sale and issuance of our common stock and convertible preferred stock, net proceeds from our initial and subsequent public offering and from sales of shares of our common stock under our ATM, borrowings under the Loan Agreement, the issuance of notes, grant revenue and, during

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our collaboration with Merck, which was in place from 2003 to 2011, certain payments received under our collaboration agreement.

On March 27, 2024, we filed a shelf registration statement on Form S-3, or the 2024 Registration Statement. Pursuant to the 2024 Registration Statement, we may offer and sell securities having an aggregate public offering price of up to $200.0 million.

We have a sales agreement, or, as amended, the Sales Agreement, with BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated and BTIG, LLC as sales agents, pursuant to which we may issue and sell shares of our common stock for an aggregate offering price of up to $50.0 million under the ATM, which is included in the $200.0 million of securities that were registered for sale pursuant to a registration statement on Form S-3 filed in 2022. Pursuant to the Sales Agreement, we will pay the sales agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares of our common stock under the ATM.

During the six months ended June 30, 2025, no shares of common stock were issued under our ATM. In January 2024, we issued 2,068,246 shares of common stock under the ATM for net proceeds of $7.9 million, or $3.84 per share.

As of June 30, 2025, we had cash and cash equivalents and marketable securities totaling $166.2 million. Our available-for-sale marketable securities mature within two years. Based on our current operating plan, we expect that our existing cash and cash equivalents and marketable securities will be sufficient to enable us to fund our operating expenses and capital expenditure requirements into early 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect, including based on our decision to initiate other clinical trials or programs.

We enter into contracts in the normal course of business with CROs and CMOs for clinical trials, nonclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts do not contain any minimum purchase commitments and are generally cancellable by us after giving a certain amount of notice. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.

Cash Flows

The following table summarizes our sources and uses of cash (in thousands):


	Six Months Ended June 30,
	2025		2024
Net cash used in operating activities	$	(65,953)	$	(34,404)
Net cash provided by investing activities	67,172		28,496
Net cash provided by (used in) financing activities	(36)		6,979
Net change in cash and cash equivalents	$	1,183	$	1,071

Operating Activities

Net cash used in operating activities increased by $31.6 million to $66.0 million for the six months ended June 30, 2025 from $34.4 million for the six months ended June 30, 2024. The $34.3 million increase in net loss for the six months ended June 30, 2025, adjusted for a decrease in non-cash income for amortization and accretion on marketable securities of $2.6 million and a decrease in the change in fair value of embedded derivatives of $0.9 million accounted for a $30.8 million increase in cash used in operating activities as compared to the six months ended June 30, 2024. Working capital changes contributed $0.8 million of additional cash used in operations, including increases in cash used for accounts payable and accrued clinical trial expenses of $6.4 million and $6.9 million, respectively, which were mostly offset by cash provided from accrued expenses and other liabilities of $7.4 million and $5.1 million from prepaid expenses and other current assets.

Investing Activities

Cash provided by investing activities during the six months ended June 30, 2025 of $67.2 million increased by $38.7 million from cash used in investing activities of $28.5 million during the six months ended June 30, 2024, primarily due to an increase in proceeds from maturities of marketable securities of $19.7 million, as well as a decrease in purchases of marketable securities of $19.0 million.

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Financing Activities

Cash provided by financing activities during the six months ended June 30, 2025 was immaterial and decreased by $7.0 million from cash provided by financing activities of $7.0 million during the six months ended June 30, 2024. Cash provided by financing activities during the six months ended June 30, 2024 was primarily due to net proceeds of $7.9 million from the issuance of common stock under our ATM, partially offset by $0.7 million for payment under a finance lease agreement for certain computer equipment for our Phase 2 ALTITUDE-AD clinical trial.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we continue our research and development, conduct clinical trials and seek marketing approval for our current and any of our future product candidates. Furthermore, we expect to incur additional costs associated with operating as a public company. It is likely that we will seek third-party collaborators for the future commercialization of sabirnetug or any other product candidate that is approved for marketing. Should we seek to commercialize our products at our own expense, we would incur significant additional expenses for marketing, sales, manufacturing and distribution, which costs we may seek to offset through entry into collaboration agreements with third parties. As a result, we expect that we will need to obtain substantial additional funding in connection with our future operations. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.

Based on our current operating plan, we believe that our existing cash and cash equivalents and marketable securities will be sufficient to enable us to fund our operating expenses and capital expenditure requirements into early 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect, including based on our decision to initiate other clinical trials or programs. In addition, changing circumstances may cause us to increase our spending significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. We may need to raise additional funds sooner than anticipated if we choose to expand more rapidly than we presently anticipate.

The amount and timing of our future funding requirements will depend on many factors, some of which are outside of our control, including but not limited to:

•the progress, costs, timing and results of ALTITUDE-AD and other potential clinical trials of sabirnetug, including for potential additional indications that we may pursue beyond AD;

•the requirements of the U.S. Food and Drug Administration, or the FDA, and European Medicines Agency, or EMA, and comparable foreign regulatory authorities for clinical trials and nonclinical studies and other work, for review and approval of sabirnetug for AD;

•the outcome, costs and timing of seeking and obtaining FDA, EMA and any other regulatory approvals;

•the number and characteristics of product candidates that we pursue;

•our ability to obtain sufficient quantities of our product candidates from our third-party manufacturers;

•our need to expand our research and development activities;

•the costs associated with securing and establishing commercialization capabilities if we were to elect to commercialize one or more products on our own;

•the economics and other terms, timing of and success of any collaboration, licensing or other arrangements into which we may enter for the commercialization of our products;

•the costs and other terms, timing and success, of acquiring, in-licensing or investing in businesses, product candidates and technologies;

•our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

•our need and ability to retain management and hire scientific and clinical personnel;

•the effect of competing drugs and product candidates and other market developments; and

•our need to implement additional internal systems and infrastructure, including financial and reporting systems.

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Additional funding may not be available to us on acceptable terms or at all. Any such funding may result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. We also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us. Any funds we raise may not be sufficient to enable us to continue to implement our long-term business strategy. Further, our ability to raise additional capital may be adversely impacted by global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide, as well as tariff policy and geopolitical tensions between the United States and foreign countries. Additionally, escalation in interest rates, in conjunction with banking failures, may lead to financial institutions being more prudent with capital deployment and tightening lending. If we are unable to raise sufficient additional capital on a timely basis, we could be forced to curtail our planned operations and the pursuit of our business strategy, which would have a material adverse effect on the value of our common stock.

Critical Accounting Policies, Significant Judgments and Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses incurred during the reporting periods. Our estimates and assumptions are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A description of our significant accounting policies is included in our Annual Report on Form 10-K. Please read the unaudited condensed financial statements in conjunction with our audited financial statements and accompanying notes in our Annual Report on Form 10-K.

Our critical accounting policies that require significant judgments and estimates are more fully described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, Significant Judgments and Use of Estimates” in our Annual Report and in Note 2 to our audited financial statements contained in our Annual Report. There have been no significant changes to our critical accounting policies that require significant judgments and estimates from those disclosed in our Annual Report.

Emerging Growth Company and Smaller Reporting Company Status

In April 2012, the Jumpstart Our Business Startups Act of 2012, or JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to use the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In addition, as an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

•reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements;

•exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and

•an exemption from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on financial statements.

We may take advantage of these provisions until we no longer qualify as an emerging growth company. We will cease to qualify as an emerging growth company on the date that is the earliest of: (i) December 31, 2026, (ii) the last day of the fiscal year in which we have more than $1.235 billion in total annual gross revenues, (iii) the date on which we are deemed

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to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th or (iv) the date on which we have issued more than $1.0 billion of non-convertible debt over the prior three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting requirements in this Quarterly Report on Form 10-Q and our other filings with the SEC. Accordingly, the information contained herein may be different than you might obtain from other public companies in which you hold equity interests.

We are also a “smaller reporting company,” meaning that the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on the evaluation of our disclosure controls and procedures, our management concluded that, as of June 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was: (a) reported within the time periods specified by SEC rules and regulations, and (b) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their

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objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not subject to any material legal proceedings. From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the risk factors as described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

(a)Recent Sales of Unregistered Equity Securities

None.

(b)Use of Proceeds

On June 30, 2021, our Registration Statement on Form S-1, as amended (File No. 333-256945), was declared effective in connection with our initial public offering, or IPO. The aggregate net proceeds from our IPO, after underwriting discounts and commissions, and other offering expenses of $15.4 million, were $168.6 million. There has been no material change in the planned use of proceeds from our IPO as described in our prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 2, 2021.

(c)Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

From time to time, our officers (as defined in Rule 16a-1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading plans (as each such term is defined in Item 408 of Regulation S-K). The trading plans are intended to satisfy the affirmative defense in Rule 10b5-1(c). During the three months ended June 30, 2025, our officers and directors took the following actions with respect to 10b5-1 trading plans:

On June 25, 2025, Russell Barton, our Chief Operating Officer, entered into a Rule 10b5-1 trading plan that provides that Mr. Barton, acting through a broker, may sell the number of shares of common stock sufficient to cover the taxes, commissions and any fees associated with the vesting of up to 49,800 RSU awards granted to Mr. Barton as equity compensation, which sales may occur from January 7, 2026 to December 29, 2028.

On June 27, 2025, Daniel O’Connell, our Chief Executive Officer, entered into a Rule 10b5-1 trading plan that provides that Mr. O’Connell, acting through a broker, may sell the number of shares of common stock sufficient to cover the taxes, commissions and any fees associated with the vesting of up to 225,400 RSU awards granted to Mr. O’Connell as equity compensation, which sales may occur from January 8, 2026 to December 29, 2028.

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On June 30, 2025, Matt Zuga, our Chief Financial Officer and Chief Business Officer, entered into a Rule 10b5-1 trading plan that provides that Mr. Zuga, acting through a broker, may sell the number of shares of common stock sufficient to cover the taxes, commissions and any fees associated with the vesting of up to 66,800 RSU awards granted to Mr. Zuga as equity compensation, which sales may occur from January 7, 2026 to December 29, 2028.

Item 6. Exhibits.


Exhibit Number						Description of Exhibit

3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40551), filed with the Securities and Exchange Commission on June 8, 2023).

3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40551), filed with the Securities and Exchange Commission on March 15, 2023).

10.1*						Collaboration, Option, and License Agreement by and between the Company and JCR Pharmaceuticals Co., L td., dated July 15, 2025 .

31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Incline XBRL document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

+ Indicates management contract or compensatory plan.

# These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ACUMEN PHARMACEUTICALS, INC.

Date: August 12, 2025	By:	/s/ Daniel O’Connell
		Daniel O’Connell
		Chief Executive Officer (Principal Executive Officer)

Date: August 12, 2025	By:	/s/ Matthew Zuga
		Matthew Zuga
		Chief Financial Officer and Chief Business Officer (Principal Financial and Accounting Officer)

Acumen Pharmaceuticals, Inc. 10-Q