Form SCHEDULE 13G Acumen Pharmaceuticals, Filed by: MURRAY JAMES B JR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Acumen Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
04/04/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
James B. Murray Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,611,360.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This Schedule 13G is being filed late due to an inadvertent oversight.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Acumen Pharmaceuticals, Inc. | |
| (b) | Address of issuer's principal executive offices:
1210-1220 Washington Street, Suite 210, Newton, Massachusetts 02465 | |
| Item 2. | ||
| (a) | Name of person filing:
James B. Murray Jr. | |
| (b) | Address or principal business office or, if none, residence:
c/o Murray Enterprises, LLC
427 Park Street
Charlottesville, VA 22902 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of April 6, 2026, Mr. Murray beneficially owned 3,611,360 shares of the Issuer's Common Stock, consisting of: (i) 3,468,465 shares held by James B. Murray, Jr., as Trustee of the James B. Murray, Jr. Revocable Trust U/A/D 8/5/1991 and (ii) 142,895 shares held by Praxis Technologies LLC. James B. Murray, Jr. is a manager of Praxis Technologies, LLC and has the power to vote or dispose of shares held by the entity, along with another manager of Praxis Technologies, LLC.
As of April 4, 2025, Mr. Murray beneficially owned 3,081,057 shares of the Issuer's Common Stock, consisting of: (i) 2,938,162 shares held by James B. Murray, Jr., as Trustee of the James B. Murray, Jr. Revocable Trust U/A/D 8/5/1991 and (ii) 142,895 shares held by Praxis Technologies LLC. | |
| (b) | Percent of class:
Percent of Common Stock and total voting power of the Issuer's Common Stock is based on the denominator of 72,212,758 shares of the Issuer's Common Stock outstanding as of March 20, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026.
Based on the above, as of April 6, 2026, Mr. Murray beneficially owned 5.00% of the Issuer's outstanding Common Stock, representing 5.00% of the total voting power of the Issuer's outstanding Common Stock. As of April 4, 2025, Mr. Murray beneficially owned 5.01% of the Issuer's outstanding Common Stock, based on the denominator of 60,573,425 shares of the Issuer's Common Stock outstanding as of March 24, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,468,465 | ||
| (ii) Shared power to vote or to direct the vote:
142,895 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,468,465 | ||
| (iv) Shared power to dispose or to direct the disposition of:
142,895 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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