abos-20240331

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 March 31, 2024


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.)

427 Park St., Charlottesville, Virginia						22902
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (434) 297-1000

___________________________

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, 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 May 8, 2024, the registrant had 60,079,778 shares of common stock, $0.0001 par value per share, outstanding.


		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	6

	Condensed Statements of Cash Flows	7
	Notes to Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31


	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	46,930	$	66,886
Marketable securities, short-term	205,582		176,636
Prepaid expenses and other current assets	3,319		3,093
Total current assets	255,831		246,615
Marketable securities, long-term	44,108		62,553
Right-of-use asset	353		381
Restricted cash	234		233
Property and equipment, net	117		122
Other assets	324		221
Total assets	$	300,967	$	310,125
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,079	$	1,379
Accrued clinical trial expenses	2,367		4,387
Accrued expenses and other current liabilities	2,905		6,339
Finance lease liability, short-term	—		756
Operating lease liability, short-term	121		110
Total current liabilities	8,472		12,971
Operating lease liability, long-term	252		284
Debt, long-term	30,209		29,897
Total liabilities	38,933		43,152
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 March 31, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 300,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 60,079,778 and 57,910,461 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	6		6
Additional paid-in capital	499,843		489,453
Accumulated deficit	(237,671)		(222,798)
Accumulated other comprehensive income (loss)	(144)		312
Total stockholders’ equity	262,034		266,973
Total liabilities and stockholders’ equity	$	300,967	$	310,125


	Three Months Ended March 31,
		2024		2023
Operating expenses
Research and development		$	12,449	$	8,713
General and administrative		5,325		4,422
Total operating expenses		17,774		13,135
Loss from operations		(17,774)		(13,135)
Other income (expense)
Interest income		4,005		1,832
Interest expense		(1,000)		—
Change in fair value of embedded derivatives		(50)		—
Other expense, net		(54)		(4)
Total other income		2,901		1,828
Net loss		(14,873)		(11,307)
Other comprehensive gain (loss)
Unrealized gain (loss) on marketable securities		(456)		227
Comprehensive loss		$	(15,329)	$	(11,080)
Net loss per common share, basic and diluted		$	(0.25)	$	(0.28)
Weighted-average shares outstanding, basic and diluted		59,812,000		41,025,062


	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	—	—		—		—		(456)		(456)
Stock-based compensation	—	—		2,484		—		—		2,484
Net loss	—	—		—		(14,873)		—		(14,873)
Balance as of March 31, 2024	60,079,778	$	6	$	499,843	$	(237,671)	$	(144)	$	262,034


	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities, short-term
Corporate debt securities	$	172,005	$	19	$	(271)	$	171,753

Government and agency - U.S.	33,820		12		(3)		33,829
Total available-for-sale securities, short-term	205,825		31		(274)		205,582
Available-for-sale securities, long-term
Corporate debt securities	39,065		88		—		39,153
Government and agency - U.S.	4,945		10		—		4,955
Total available-for-sale securities, long-term	44,010		98		—		44,108
Total available-for-sale securities	$	249,835	$	129	$	(274)	$	249,690


	March 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	$	121,622	$	(177)	$	27,670	$	(94)	$	149,292	$	(271)

Government and agency - U.S.	11,756		(3)		—		—		11,756		(3)
Total	$	133,378	$	(180)	$	27,670	$	(94)	$	161,048	$	(274)


	Fair value measurements at reporting date 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 March 31, 2024
Assets included in:
Cash and cash equivalents
Money market securities	$	46,395	$	—	$	—	$	46,395

Marketable securities
Corporate debt securities	—		210,906		—		210,906

Government and agency - U.S.	—		38,784		—		38,784
Total fair value	$	46,395	$	249,690	$	—	$	296,085
Liabilities included in:
Debt, long-term
Embedded derivatives liabilities	$	—	$	—	$	2,610	$	2,610
Total fair value	$	—	$	—	$	2,610	$	2,610


Balance, December 31, 2023	$	2,560
Change in fair value of embedded derivatives	50
Balance, March 31, 2024	$	2,610


	March 31, 2024	December 31, 2023
Conversion price	$2.53	$2.53
Expected term (in years)	4.5	4.7
Expected equity volatility	102.9%	106.7%
Risk-free interest rate	4.3%	3.9%
Discount for lack of marketability	15.0%	11.5%
Expected dividend yield	0%	0%


	March 31, 2024		December 31, 2023
Research and development service agreements	$	2,200	$	1,680
Prepaid insurance	411		807
Interest receivable	189		225
Prepaid raw materials	124		98
Other	395		283
Total prepaid expenses and other current assets	$	3,319	$	3,093


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


Nine months ended December 31, 2024	$	113
Year ended December 31, 2025	155
Year ended December 31, 2026	158
Total	426
Less: present value discount	(53)
Operating lease liability	$	373


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2023	7,523,947	$	4.01
Granted	2,491,550	$	3.87



Outstanding as of March 31, 2024	10,015,497	$	3.98	8.0	$	10,392
Vested and exercisable as of March 31, 2024	4,516,852	$	3.30	7.0	$	8,062


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	328,500	$	6.11
Granted	1,204,640	$	4.15
Vested	(109,493)	$	6.11
Unvested as of March 31, 2024	1,423,647	$	4.45


	March 31, 2024		December 31, 2023
Principal value of Term Loan, including Final Payment of $1,635	$	31,635	$	31,635
Fair value of bifurcated embedded derivatives	2,610		2,560
Unamortized debt discount	(4,036)		(4,298)
Total debt, long-term	$	30,209	$	29,897


	Three Months Ended March 31, 2024
Interest expense based on the coupon interest rate of the outstanding debt	$	732
Accretion of debt discount	262
Total interest expense related to debt	$	994


	March 31,
	2024	2023
Shares issuable upon exercise of stock options	10,015,497	7,238,893
Shares issuable upon conversion election for Term Loan	988,142	—
Shares issuable upon exercise of warrant	730,769	—
Unvested RSUs	1,423,647	328,500
Total	13,158,055	7,567,393


	Three Months Ended March 31,				Change
	2024		2023		$		%
Operating expenses
Research and development	$	12,449	$	8,713	$	3,736	43	%
General and administrative	5,325		4,422		903		20	%
Total operating expenses	17,774		13,135		4,639		35	%
Loss from operations	(17,774)		(13,135)		(4,639)		(35)	%
Other income (expense)
Interest income	4,005

SEC Form 10-Q filed by Acumen Pharmaceuticals Inc.