Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Amendment and Restatement of Certificate of Incorporation
On July 6, 2021, Acumen Pharmaceuticals, Inc. (the "Company") filed an Amended
and Restated Certificate of Incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware in connection with the closing of
the Company's initial public offering of its common stock (the "IPO"). The
Company's board of directors and stockholders previously approved the Restated
Certificate to be effective upon the closing of the IPO. The Restated
Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Amendment and Restatement of Bylaws
Effective as of July 6, 2021, the Company adopted Amended and Restated Bylaws
(the "Restated Bylaws") in connection with the closing of the IPO. The Company's
board of directors and stockholders previously approved the Restated Bylaws to
be effective upon the closing of the IPO. The Restated Bylaws are attached
hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws
in the section titled "Description of Capital Stock" in the final prospectus the
Company filed with the U.S. Securities and Exchange Commission on July 2, 2021
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating
to the Registration Statement on Form S-1, as amended (File No. 333-256945).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of the Registrant .
3.2 Amended and Restated Bylaws of the Registrant.
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