Acumen Pharmaceuticals, Inc.
For the period ended Sep 30, 2026. Filed Oct 26, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 26, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001628280-26-056199
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-26.
0001628280-26-067276
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 91 current paragraphs.
66 unchanged; 21 reworded; 2 added; 3 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Comparison of the Nine Months Ended September 30, 2026 and 2025
Current report
Research and development expenses were $65.4 million and $84.4 million for the nine months ended September 30, 2026 and 2025, respectively. The $19.0 million decrease was primarily due to reductions of $22.7 million for manufacturing and materials costs and $7.4 million for CRO costs, which are both associated with our ALTITUDE-AD clinical trial. The majority of the manufacturing activity needed for ALTITUDE-AD concluded by the end of 2025, resulting in a significant reduction in expense for the nine months ended September 30, 2026. CRO expenses incurred in the nine months ended September 30, 2026 also decreased as compared to the prior year period as certain CRO activities have been completed at this stage of the ALTITUDE-AD clinical trial, and investigator grant expenses are lower for patients enrolled in the open-label extension portion of the ALTITUDE-AD clinical trial as compared to the double-blind portion of the clinical trial. Additionally, we realized a decrease of $0.2 million for contractors and consultants. The decrease in research and development expense was partially offset by increases of $8.5 million for license agreements related to our EBD® program, $1.2 million for other ALTITUDE-AD clinical trial expenses, $1.1 million for other research and development expenses primarily due to preclinical and IND-enabling work on our EBD® candidates, and $0.5 million in personnel-related costs, including a $0.2 million increase for stock-based compensation expenses. License agreement expense for the nine months ended September 30, 2026 includes the $9.3 million option exercise payment, as compared to the $0.8 million upfront license payment made during thenine months ended September 30, 2025; both were paid pursuant to our collaboration, option and license agreement with JCR.
Removed paragraphs (3)
Previous report
During the six months ended June 30, 2026 and 2025, no shares of our common stock were issued under our at-the-market offering program, or the ATM. Since inception, we have issued 2,068,246 shares of our common stock under the ATM, for net proceeds of $7.9 million, or $3.84 per share.
Previous report
Comparison of the Six Months Ended June 30, 2026 and 2025
Previous report
Research and development expenses were $44.3 million and $62.4 million for the six months ended June 30, 2026 and 2025, respectively. The $18.1 million decrease was primarily due to reductions of $21.9 million for manufacturing and materials costs and $6.7 million for CRO costs, which are both associated with our ALTITUDE-AD clinical trial. Additionally, we realized decreases of $0.6 million for other research and development expenses and $0.3 million for research and development contractors and consultants. Partially offsetting the decreased expenses were increases of $9.3 million for license agreement expenses related to the option exercise payment owed to JCR for our exclusive option to license and develop two EBD development candidates, $1.4 million for other clinical trial expenses, $0.5 million for personnel-related costs and $0.2 million for shipping and storage costs.
Reworded paragraphs (21)
Previous wording
We are a clinical-stage biopharmaceutical company developing a novel disease-modifying approach targeting 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 AβOs, which are globular assemblies of the amyloid-beta, or Aβ, peptide that are distinct from Aβ monomers and amyloid plaques. Based on decades of research and supporting evidence, AβOs 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. We plan to announce top-line results in late 2026. Top-line results are expected to include the difference compared to placebo after 18 months as measured by the Integrated Alzheimer’s Disease Rating Scale, or iADRS, our primary clinical efficacy endpoint, as well as key secondary endpoints, such as Clinical Dementia Rating – Sum of the Boxes, or CDR-SB, certain safety measures such as adverse event rates, including amyloid-related imaging abnormalities, or ARIA rates, and key biomarkers. ALTITUDE-AD is a randomized, double-blind, placebo-controlled, three-arm clinical trial designed to evaluate the clinical efficacy, safety and tolerability of sabirnetug with up to 180 participants per arm for a total of 542 participants with mild cognitive impairment or mild dementia due to AD. We plan to use iADRS at 18 months as the primary outcome measure. The active doses for ALTITUDE-AD are 35 mg/kg and 50 mg/kg, dosed intravenously every four weeks. These dose levels and frequency were selected based on extensive pharmacokinetic and pharmacodynamic modeling of our Phase 1 INTERCEPT-AD clinical trial of sabirnetug. Sabirnetug is a recombinant humanized immunoglobulin gamma 2, or IgG2, monoclonal antibody, or mAb, that was designed to selectively target AβOs. In July 2023, we announced top-line results from INTERCEPT-AD, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD.
Current wording
We are a clinical-stage biopharmaceutical company developing a novel disease-modifying approach targeting 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 AβOs, which are globular assemblies of the amyloid-beta, or Aβ, peptide that are distinct from Aβ monomers and amyloid plaques. Based on decades of research and supporting evidence, AβOs 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. We plan to announce top-line results in November 2026. Top-line results are expected to include the difference compared to placebo after 18 months as measured by the Integrated Alzheimer’s Disease Rating Scale, or iADRS, our primary clinical efficacy endpoint, as well as key secondary endpoints, such as Clinical Dementia Rating – Sum of the Boxes, or CDR-SB, certain safety measures such as adverse event rates, including amyloid-related imaging abnormalities, or ARIA rates, and key biomarkers. ALTITUDE-AD is a randomized, double-blind, placebo-controlled, three-arm clinical trial designed to evaluate the clinical efficacy, safety and tolerability of sabirnetug with up to 180 participants per arm for a total of 542 participants with mild cognitive impairment or mild dementia due to AD. We plan to use iADRS at 18 months as the primary outcome measure. The active doses for ALTITUDE-AD are 35 mg/kg and 50 mg/kg, dosed intravenously every four weeks. These dose levels and frequency were selected based on extensive pharmacokinetic and pharmacodynamic modeling of our Phase 1 INTERCEPT-AD clinical trial of sabirnetug. Participants who complete the double-blind portion of ALTITUDE-AD are eligible to enroll in an open-label extension portion of the clinical trial. Sabirnetug is a recombinant humanized immunoglobulin gamma 2, or IgG2, monoclonal antibody, or mAb, that was designed to selectively target AβOs. In July 2023, we announced top-line results from INTERCEPT-AD, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD.
Previous wording
In addition, we are investigating a blood-brain barrier-penetrating, Aβ oligomer-targeted Enhanced Brain Delivery™ (EBD™) therapy for the treatment of AD. In March 2026, we announced certain preclinical data from EBD candidates, includingin vitro, in vivo and non-human primate study results, supporting the advancement of the EBD program: (1) EBD candidates achieved 14-40x higher brain levels in non-human primates compared to native antibodies 24 hours after dosing; (2) hematology data in non-human primates indicated low potential for anemia, including that, at 24 hours after subcutaneous dosing, EBD candidates demonstrated no observed change in red blood cell count, hematocrit, hemoglobin or reticulocyte count; and (3) favorable stability profile and enhanced brain delivery support a path to subcutaneous administration with low-volume devices. Following this robust preclinical data from bothin vitro andin vivo studies, in June 2026 we announced the nomination of two EBD development candidates, ACU301 and ACU401. Based on these developments, an investigational new drug, or IND, application for the lead candidate is targeted for mid-2027. This stems from our July 2025 entry into a collaboration, option and license agreement with JCR Pharmaceuticals Co. Ltd., or JCR, to develop an Aβ oligomer-targeted EBD therapy for the treatment of AD. Under the terms of the agreement, during the year ended December 31, 2025, we made an upfront license payment to JCR and, in June 2026, we exercised our exclusive option to develop two EBD development candidates, which required an option exercise payment of $9.25 million that was paid to JCR in July 2026. JCR will also be eligible to receive future milestone payments of up to $40.0 million related to development, and up to $515.0 million related to sales, for a total of up to $555.0 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration. 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.
Current wording
In addition, we are investigating a blood-brain barrier-penetrating, Aβ oligomer-targeted Enhanced Brain Delivery™ (EBD®) therapy for the treatment of AD. In March 2026, we announced certain preclinical data from EBD® candidates, includingin vitro, in vivo and non-human primate study results, supporting the advancement of the EBD® program: (1) EBD® candidates achieved 14-40x higher brain levels in non-human primates compared to native antibodies 24 hours after dosing; (2) hematology data in non-human primates indicated low potential for anemia, including that, at 24 hours after subcutaneous dosing, EBD® candidates demonstrated no observed change in red blood cell count, hematocrit, hemoglobin or reticulocyte count; and (3) favorable stability profile and enhanced brain delivery support a path to subcutaneous administration with low-volume devices. Following these robust preclinical data from bothin vitro andin vivo studies, in June 2026 we announced the nomination of two EBD® development candidates, ACU301 and ACU401. Based on these developments, an investigational new drug, or IND, application for the lead candidate is targeted for mid-2027. This stems from our July 2025 entry into a collaboration, option and license agreement with JCR Pharmaceuticals Co. Ltd., or JCR, to develop an Aβ oligomer-targeted EBD®therapy for the treatment of AD. Under the terms of the agreement, during the year ended December 31, 2025, we made an upfront license payment to JCR and, in
Previous wording
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.
Current wording
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. 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 three and nine months ended September 30, 2026, we made principal payments of approximately $5.0 million in connection with the Loan Agreement.
Previous wording
On March 13, 2026, we entered into a securities purchase agreement with certain institutional and accredited investors for a private placement, or the Private Placement, of 10,833,331 shares of our common stock, at an offering price of $3.30 per share. The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $35.7 million, before deducting offering costs of approximately $0.3 million. We intend to continue to use the net proceeds from the Private Placement to primarily support our EBD program, including ongoing preclinical development work to support the nomination of a lead clinical candidate molecule, and for working capital and other general corporate purposes.
Current wording
On March 13, 2026, we entered into a securities purchase agreement with certain institutional and accredited investors for a private placement, or the Private Placement, of 10,833,331 shares of our common stock, at an offering price of $3.30 per share. The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $35.7 million, before deducting offering costs of approximately $0.3 million. We intend to use the net proceeds from the Private Placement to primarily support our EBD® program, including ongoing preclinical development work to support the advancement of a lead clinical candidate molecule, and for working capital and other general corporate purposes.
Previous wording
We have incurred net losses and negative cash flows from operations since our inception. Our net losses were $53.5 million and $69.7 million for the six months ended June 30, 2026 and 2025, respectively. Approximately $44.3 million, or 83%, of the net loss for the six months ended June 30, 2026 was due to research and development spending. As of June 30, 2026, we had an accumulated deficit of $499.9 million and cash and cash equivalents and marketable securities of $110.2 million. We expect our expenses and operating losses will increase substantially for the foreseeable future as we continue clinical development activities for sabirnetug, advance our EBD program, seek to expand our product candidate portfolio through developing additional product candidates, and incur ongoing 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.
Current wording
We have incurred net losses and negative cash flows from operations since our inception. Our net losses were $78.8 million and $96.2 million for the nine months ended September 30, 2026 and 2025, respectively. Approximately $65.4 million, or 83%, of the net loss for the nine months ended September 30, 2026 was due to research and development spending. As of September 30, 2026, we had an accumulated deficit of $525.3 million and cash and cash equivalents and marketable securities of $78.6 million. We expect our expenses and operating losses will increase substantially for the foreseeable future as we continue clinical development activities for sabirnetug, advance our EBD® program, seek to expand our product candidate portfolio through developing additional product candidates, and incur ongoing 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.
Previous wording
We do not separately track expenses by program as we currently have only one clinical-stage product candidate, sabirnetug, and our pre-clinical EBD development candidates, all of which are focused on the research and development of treatments for AD. Further, we have historically relied primarily on consultants for research and development activities; our internal research and development personnel costs currently represent approximately 21% 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 increase substantially in connection with our continued clinical development activities for sabirnetug and the advancement of our EBD program.
Current wording
We do not separately track expenses by program as we currently have only one clinical-stage product candidate, sabirnetug, and our preclinical EBD® development candidates, all of which are focused on the research and development of treatments for AD. Further, we have historically relied primarily on consultants for research and development activities; our internal research and development personnel costs currently represent approximately 20% of our total research and development expenses. Our total research and development expenses have increased substantially since initiating the clinical trial program for sabirnetug in 2021. Our research and development expenses could increase in connection with our continued clinical development activities for sabirnetug and the advancement of our EBD® program.
Previous wording
We expect that our general and administrative expenses will remain consistent for the foreseeable future and may 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.
Current wording
We expect that our general and administrative expenses will remain consistent for the foreseeable future and may 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.
Previous wording
Research and development expenses were $27.8 million and $37.1 million for the three months ended June 30, 2026 and 2025, respectively. The $9.3 million decrease was primarily due to reductions of $15.2 million for manufacturing and materials costs and $3.3 million for CRO costs, which are both associated with our ALTITUDE-AD clinical trial. Additionally, we realized a decrease of $0.4 million for other research and development expenses. Partially offsetting the decreased expenses were increases of $9.3 million for license agreement expenses related to the option exercise payment owed to JCR for our exclusive option to license and develop two EBD development candidates and $0.3 million for other clinical trial expenses.
Current wording
Research and development expenses were $21.1 million and $22.0 million for the three months ended September 30, 2026 and 2025, respectively. The $0.9 million decrease was primarily due to reductions of $0.9 million for manufacturing and materials costs and $0.7 million for CRO costs, which are both associated with our ALTITUDE-AD clinical trial. Additionally, we realized decreases of $0.8 million for license agreements related to our EBD® program, and $0.2 million for other ALTITUDE-AD clinical trial costs. Partially offsetting the decreased expenses was an increase of $1.7 million for other research and development expenses primarily due to preclinical and IND-enabling work on our EBD® candidates.
Previous wording
General and administrative expenses were $4.7 million and $4.6 million for the three months ended June 30, 2026 and 2025, respectively. The $0.1 million increase was primarily due to increases in personnel costs of $0.2 million and legal fees of $0.1 million, partially offset by decreases for insurance expenses of $0.1 million and consulting expenses of $0.1 million.
Current wording
General and administrative expenses were $4.7 million and $4.5 million for the three months ended September 30, 2026 and 2025, respectively. The $0.2 million increase was primarily due to increases in personnel costs of $0.4 million, including a $0.2 million increase for stock-based compensation expense, and legal fees of $0.1 million, which were partially offset by a decrease for state tax expenses of $0.3 million.
Previous wording
Other expense was $0.2 million for the three months ended June 30, 2026, as compared to other income of $0.8 million for the three months ended June 30, 2025. The $1.0 million decrease was primarily attributable to a $0.9 million decrease in interest income on our portfolio of marketable securities due primarily to a lower average investment balance during the three months ended June 30, 2026, with the utilization of cash from investment maturities supporting our ongoing operating cash needs. Additionally, for thethree months ended June 30, 2026, there was $0.1 million of increased expense recognized with the change in fair value of our embedded derivative related to the Loan Agreement.
Current wording
Other income was $0.4 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively. The $0.3 million increase was primarily attributable to $1.1 million of increased income recognized with the change in fair value of our embedded derivatives related to the Loan Agreement, and was partially offset by a $0.8 million decrease in interest income on our portfolio of marketable securities due primarily to a lower average investment balance during the three months ended September 30, 2026, with the utilization of cash from investment maturities supporting our ongoing operating cash needs.
Previous wording
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
General and administrative expenses were $9.4 million and $9.7 million for the six months ended June 30, 2026 and 2025, respectively. The $0.3 million decrease was primarily due to reductions in consulting expenses of $0.2 million, insurance expenses of $0.2 million, audit and other accounting services expenses of $0.1 million, and $0.1 million for legal fees, partially offset by an increase in personnel costs of approximately $0.3 million.
Current wording
General and administrative expenses were $14.1 million and $14.3 million for the nine months ended September 30, 2026 and 2025, respectively. The $0.2 million decrease was primarily due to reductions in state tax expenses of $0.3 million, consulting expenses of $0.2 million, insurance expenses of $0.2 million and audit and other accounting services expenses of $0.2 million, partially offset by an increase in personnel costs of approximately $0.7 million.
Previous wording
Other income was $0.3 million and $2.4 million for the six months ended June 30, 2026 and 2025, respectively. The $2.1 million decrease was primarily attributable to a $2.3 million decrease in interest income on our portfolio of marketable securities due primarily to a lower average investment balance during the six months ended June 30, 2026 with the utilization of cash from investment maturities supporting our ongoing operating cash needs. This decrease was partially offset by increased income of $0.2 million associated with the change in fair value of our embedded derivatives related to the Loan Agreement.
Current wording
Other income was $0.7 million and $2.4 million for the nine months ended September 30, 2026 and 2025, respectively. The $1.7 million decrease was primarily attributable to a $3.1 million decrease in interest income on our portfolio of marketable securities due primarily to a lower average investment balance during the nine months ended September 30, 2026 with the utilization of cash from investment maturities supporting our ongoing operating cash needs. This decrease was partially offset by increased income of $1.2 million associated with the change in fair value of our embedded derivatives related to the Loan Agreement and a decrease of $0.2 million for other expenses.
Previous wording
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, the Private Placement 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 our collaboration with Merck, which was in place from 2003 to 2011, certain payments received under our collaboration agreement.
Current wording
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 offerings, the Private Placement 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 our collaboration with Merck, which was in place from 2003 to 2011, certain payments received under our collaboration agreement.
Previous wording
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.
Current wording
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 may be offered pursuant to the 2024 Registration Statement. 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.
Previous wording
During the six months ended June 30, 2026 and 2025, no shares of common stock were issued under our ATM. We have issued shares of common stock for aggregate gross proceeds of $12.2 million under the ATM since the program’s inception.
Current wording
During the nine months ended September 30, 2026 and 2025, no shares of common stock were issued under our ATM. We have issued shares of common stock for aggregate gross proceeds of $12.2 million under the ATM since the program’s inception.
Previous wording
On March 13, 2026, we entered into a Private Placement of 10,833,331 shares of our common stock, at an offering price of $3.30 per share. The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $35.7 million, before deducting offering costs of approximately $0.3 million. We intend to use the net proceeds from the Private Placement to primarily support our EBD program, including ongoing preclinical development work to support the nomination of a lead clinical candidate molecule, and for working capital and other general corporate purposes.
Current wording
On March 13, 2026, we entered into a Private Placement of 10,833,331 shares of our common stock, at an offering price of $3.30 per share. The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $35.7 million, before deducting offering costs of approximately $0.3 million. We intend to use the net proceeds from the Private Placement to primarily support our EBD® program, including ongoing preclinical development work to support the advancement of a lead clinical candidate molecule, and for working capital and other general corporate purposes.
Previous wording
As of June 30, 2026, we had cash and cash equivalents andmarketable securities totaling $110.2 million. Ouravailable-for-sale marketable securities mature in less than one year. We could exhaust our available capital resources sooner than we expect, including if we decide to initiate other clinical trials or programs. We evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern. Based on our current operating plan, we do not expect the current balance of our cash and cash equivalents and marketable securities will be sufficient to fund our operations for at least 12 months from the date of issuance of our unaudited condensed financial statements included in this Quarterly Report on Form 10-Q. The current balance of our cash and cash equivalents and marketable securities is expected to fund our operations into early 2027. Accordingly, management has concluded that substantial doubt exists regarding our ability to continue as a going concern.
Current wording
As of September 30, 2026, we had cash and cash equivalents andmarketable securities totaling $78.6 million. Ouravailable-for-sale marketable securities mature in six months or less. We could exhaust our available capital resources sooner than we expect, including if we decide to initiate other clinical trials or programs. We evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern. Based on our current operating plan, we do not expect the current balance of our cash and cash equivalents and marketable securities will be sufficient to fund our operations for at least 12 months from the date of issuance of our unaudited condensed financial statements included in this Quarterly Report on Form 10-Q. The current balance of our cash and cash equivalents and marketable securities is expected to fund our operations into early 2027. Accordingly, management has concluded that substantial doubt exists regarding our ability to continue as a going concern.
Previous wording
Thedecrease in net cash used in operations of $23.8 million to $42.2 million for the six months ended June 30, 2026, from $66.0 million for the six months ended June 30, 2025, is primarily attributable to a decrease in net loss for the six months ended June 30, 2026 of $16.3 million, an increase in noncash adjustments of $0.4 million and working capital changes of $7.1 million. Significant noncash items consisted of a decrease in noncash income for amortization and accretion on marketable securities of $0.5 million and the change in fair value of embedded derivatives of $0.2 million. Working capital changes contributed $7.1 million to the reduction in cash used in operations, including a decrease in cash used for accounts payable of $16.4 million, which was partially offset by an increase in cash used for accrued expenses and other liabilities of $7.5 million, a decrease in cash provided by prepaid expenses and other current assets of $1.6 million and an increase in cash used for accrued clinical trial expenses of $0.1 million.
Current wording
The decrease in net cash used in operations of $27.5 million to $68.9 million for the nine months ended September 30, 2026, from $96.4 million for the nine months ended September 30, 2025, is primarily attributable to a decrease in net loss for thenine months ended September 30, 2026 of $17.3 million, a decrease in noncash adjustments of $0.2 million and working capital changes of $10.4 million. Significant changes in noncash items consisted of the change in fair value of embedded derivatives of $1.2 million, a decrease in noncash income for amortization and accretion on marketable securities of $0.7 million, an increase in stock-based compensation expense of $0.2 million and an increase in noncash interest expense of $0.1 million. Working capital changes contributed $10.4 million to the reduction in cash used in operations, including decreases in cash used for accounts payable and accrued clinical trial expenses of $10.4 million and $3.3 million, respectively, which were partially offset by a decrease in cash provided by prepaid expenses and other current assets of $2.3 million and an increase in cash used for accrued expenses and other liabilities of $1.0 million.
Previous wording
Net cash provided by investing activities decreasedby $55.0 million to$12.2 million for thesix months ended June 30, 2026 from $67.2 million for the six months ended June 30, 2025. This decrease was primarily due to a decrease in proceeds from maturities and sales of marketable securities of $52.3 million and an increase in purchases of marketable securities of $2.8 million, partially offset by a $0.1 million decrease in purchases of property and equipment.
Current wording
Net cash provided by investing activities decreasedby$70.3 million to$37.4 million for thenine months ended September 30, 2026 from $107.7 million for the nine months ended September 30, 2025. This decrease was primarily due to a decrease in proceeds from maturities and sales of marketable securities of $67.6 million and an increase in purchases of marketable securities of $2.8 million, partially offset by a $0.1 million decrease in purchases of property and equipment.
Previous wording
Net cash provided by financing activities during the six months ended June 30, 2026 increased to $35.5 million from net cash used in financing activities of less than $0.1 million during the six months ended June 30, 2025. Cash provided by financing activities during the six months ended June 30, 2026 was primarily due to net proceeds of $35.4 million from the issuance of common stock in connection with the Private Placement and an increase of $0.1 million from the exercise of stock options, which were partially offset by an increase of $0.1 million paid for employee withholding taxes resulting from the repurchase of common shares following the vesting of RSUs.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2026 increased to $30.5 million from net cash used in financing activities of less than $0.1 million during the nine months ended September 30, 2025. Cash provided by financing activities during the nine months ended September 30, 2026 was primarily due to net proceeds of $35.4 million from the issuance of common stock in connection with the Private Placement and $0.2 million of proceeds from the exercise of stock options, which were partially offset by $5.0 million of principal payments made in connection with the Loan Agreement and $0.1 million paid for employee withholding taxes resulting from the repurchase of common shares following the vesting of RSUs.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
June 2026, we exercised our exclusive option to license and develop two EBD® development candidates, which required an option exercise payment of $9.25 million that was paid to JCR in July 2026. JCR will also be eligible to receive future milestone payments of up to $40.0 million related to development, and up to $515.0 million related to sales, for a total of up to $555.0 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration. The combination of sabirnetug or additional, novel, AβO-selective antibodies with JCR’s blood-brain barrier-penetrating technology, J-Brain Cargo®, strengthens our 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.
Current report — wording carried from elsewhere
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.