Neumora Therapeutics Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
NMRA$0.49-3.5%Stored close · as of Nov 9, 2026
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Item 15. Exhibits
The following documents are filed as part of this Annual Report on Form 10-K:
a)
Financial Statements. See Index to Financial Statements included in the consolidated financial statements in this Annual Report on Form 10-K.
b)
Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or required, or the information required to be set forth therein is included in the consolidated financial statements or notes thereto included in the Index to Financial Statements of this Annual Report on Form 10-K.
c)
Exhibits. The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit List attached hereto and are incorporated herein by reference.
| Exhibit · Incorporated by Reference · Filed | ||||
|---|---|---|---|---|
| Number · Description · Form · Date · Number · Herewith | ||||
| 2.1† | Agreement and Plan of Merger, dated June 1, 2020, by and among the Registrant, Berries Merger Sub, Inc, BlackThorn Therapeutics, Inc. and Fortis Advisors LLC. | S-1 | 8/25/2023 | 2.1 |
| 2.2† | Agreement and Plan of Merger, dated November 24, 2020, by and among the Registrant, Alairion Merger Sub I, Inc, Alairion Merger Sub II, LLC, Alairion, Inc. and John F. Dee. | S-1 | 8/25/2023 | 2.2 |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended, currently in effect. | 8-K | 9/19/2023 | 3.1 |
| 3.2 | Bylaws, as amended, currently in effect. | 8-K | 9/19/2023 | 3.2 |
| 4.1 | Reference is made to Exhibits 3.1 through 3.2 | |||
| 4.2 | Form of Common Stock Certificate. | S-1/A | 9/11/2023 | 4.2 |
| 10.1 | Investors’ Rights Agreement, dated September 22, 2022, by and among the Registrant and the investors listed therein. | S-1 | 8/25/2023 | 10.1 |
| 10.2† | Research Collaboration and License Agreement, dated September 10, 2021, by and between the Registrant and Amgen Inc. | S-1 | 8/25/2023 | 10.2 |
| 10.3† | Exclusive License Agreement for CK1d, dated September 10, 2021, by and between the Registrant and Amgen Inc. | S-1 | 8/25/2023 | 10.3 |
| 10.4(a)† | Exclusive License Agreement for GCase, dated September 10, 2021, by and between the Registrant and Amgen Inc. | S-1 | 8/25/2023 | 10.4(a) |
| 10.4(b)† | First Amendment to Exclusive License Agreement for GCase, dated June 14, 2022, by and between the Registrant and Amgen, Inc. | S-1 | 8/25/2023 | 10.4(b) |
| 10.5(a)† | License Agreement, dated November 23, 2015, by and between BlackThorn Therapeutics, Inc. and Scripps Research Institute. | S-1 | 8/25/2023 | 10.5(a) |
| 10.5(b)† | First Amendment to License Agreement, dated November 13, 2017, by and between BlackThorn Therapeutics, Inc. and Scripps Research Institute. | S-1 | 8/25/2023 | 10.5(b) |
| 10.5(c)† | Second Amendment to License Agreement, dated April 9, 2019, by and between BlackThorn Therapeutics, Inc. and Scripps Research Institute. | S-1 | 8/25/2023 | 10.5(c) |
| 10.6(a)# | BlackThorn Therapeutics, Inc. 2015 Equity Incentive Plan. | S-8 | 9/19/2023 | 99.1(a) |
| 10.6(b)# | Form of Stock Option Agreement under the BlackThorn Therapeutics, Inc. 2015 Equity Incentive Plan. | S-8 | 9/19/2023 | 99.1(b) |
| 10.7(a)# | 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(a) |
| 10.7(b)# | Form of Stock Option Agreement under the 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(b) |
| 10.7(c)# | Form of Restricted Stock Purchase Agreement under the 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(c) |
| 10.8(a)# | 2023 Incentive Award Plan. | S-8 | 9/19/2023 | 99.3(a) |
| 10.8(b)# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2023 Incentive Award Plan. | S-1 | 8/25/2023 | 10.7(b) |
| 10.8(c)# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Incentive Award Plan. | S-1 | 8/25/2023 | 10.7(c) |
| 10.9# | Employee Stock Purchase Plan. | S-8 | 9/19/2023 | 99.4 |
| 10.10# | Employment Agreement by and between the Registrant and Paul L. Berns. | S-1 | 8/25/2023 | 10.9 |
| 10.11# | Employment Agreement by and between the Registrant and John Dunlop, Ph.D. | S-1 | 8/25/2023 | 10.10 |
| 10.12# | Employment Agreement by and between the Registrant and Joshua Pinto, Ph.D. | S-1 | 8/25/2023 | 10.11 |
| 10.13# | Non-Employee Director Compensation Program. | S-1/A | 9/11/2023 | 10.21 |
| 10.14 | Form of Indemnification and Advancement Agreement for directors and officers. | S-1/A | 9/11/2023 | 10.13 |
| 10.15(a)† | License Agreement, dated February 10, 2022, by and between the Registrant and Vanderbilt University. | S-1 | 8/25/2023 | 10.14(a) | |
| 10.15(b)† | First Amendment to License Agreement, dated July 17, 2023, by and between the Registrant and Vanderbilt University. | S-1 | 8/25/2023 | 10.14(b) | |
| 10.16# | Form of Executive Employment Agreement. | S-1 | 8/25/2023 | 10.15 | |
| 10.17# | Form of Executive Employment Agreement for Chief Executive Officer. | S-1 | 8/25/2023 | 10.16 | |
| 10.18# | Separation Agreement by and between the Registrant and John Dunlop, Ph.D. | S-1 | 8/25/2023 | 10.17 | |
| 10.19# | Consulting Agreement, dated as of May 20, 2023, by and between the Registrant and John Dunlop, Ph.D. | S-1 | 8/25/2023 | 10.18 | |
| 10.20# | Executive Chairman Agreement, dated as of July 3, 2023, by and between the Registrant and Paul L. Berns. | S-1 | 8/25/2023 | 10.19 | |
| 10.21# | Executive Employment Agreement, dated as of June 2, 2023, by and between the Registrant and Henry O. Gosebruch. | S-1 | 8/25/2023 | 10.20 | |
| 10.22# | Executive Employment Agreement, dated as of November 13, 2023, by and between the Registrant and Jason Duncan. | X | |||
| 10.23# | Executive Employment Agreement, dated as of January 1, 2023, by and between the Registrant and Carol Y. Suh. | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 24.1 | Power of Attorney (included on signature page) | X | |||
| 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. | X | |||
| 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. | X | |||
| 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. | X | |||
| 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. | X | |||
| 97.1 | Clawback Policy | X | |||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||
† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type of information that the registrant both customarily and actually treats as private and confidential.
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