Neumora Therapeutics Inc
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Item 9B. Other Information
(a) Departure of Robert Lenz as Head of Research and Development
On March 3, 2025 (the “Separation Date”), Robert Lenz, M.D., Ph.D. departed the Company ceased serving as Head of Research and Development. In connection with Dr. Lenz’s departure, on March 3, 2025, the Company and Dr. Lenz entered into a separation agreement (the “Separation Agreement”) that will become effective as of March 11, 2025. Pursuant to the Separation Agreement, which includes a general release of claims, Dr. Lenz will continue to receive his base salary at the rate in effect immediately prior to his separation for a period of nine months and the continuation of his health coverage pursuant to COBRA at the Company’s expense for a period of nine months following the Separation Date.
In connection with his departure, the Company and Dr. Lenz have also entered into a Master Services Agreement (the “Consulting Agreement”), effective as of the Separation Date, pursuant to which Dr. Lenz will provide consulting services for the Company’s research and development programs, as requested from time to time by the Company. Dr. Lenz will be compensated for his services under the Consulting Agreement at a rate of $46,000 per month for the period ending July 3, 2025, and following July 3, 2025, at an hourly rate of $500 per hour within thirty days following the Company’s receipt of an invoice from Dr. Lenz. The Company may terminate the Consulting Agreement upon thirty days' notice at any time and Dr. Lenz may terminate the Consulting Agreement at any time upon thirty days' notice, provided that Dr. Lenz may not terminate the Consulting Agreement prior to completion of all active statements of work.
The foregoing summary is not complete and is qualified in its entirety by the Separation Agreement and Consulting Agreement, copies of which the Company intends to file with the SEC as exhibits to the Company’s Quarterly Report on Form 10-Q for the three months ending March 31, 2025.
(b)Trading Arrangements
The following table describes, for the three months ended December 31, 2024, each trading arrangement for the purchase or sale of Company securities adopted, modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 trading arrangement, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Trading Arrangement | |||||
|---|---|---|---|---|---|
| Name(Title) · Action · Date · Rule 10b5-1* · Non-Rule 10b5-1** · Total Shares to be Sold · Expiration Date | |||||
| Carol Suh(Former Chief Operating Officer)*** | Adopt | December 6, 2024 | X | 123,698 | March 6, 2025 |
*Intended to satisfy the affirmative defense of Rule 10b5-1(c)
**Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
***Carol Suh is no longer an executive officer as of February 14, 2025.
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