Skip to main content

Neumora Therapeutics, Inc.

For the period ended May 28, 2025. Filed Apr 29, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2025 · Filed Apr 29, 2025

NMRA$0.50+3.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are Neumora stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to:490 Arsenal Way, Suite 200 Watertown, Massachusetts 02472. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker, or (3) request from the Company at (857) 760-0900. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form 10-K, Proxy Statement or Proxy Card to a stockholder at a shared address to which a single copy of the documents was delivered.

Other Matters

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.

We have filed our Annual Report on Form 10-K for the year ended December 31, 2024, with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder of Neumora, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Secretary of the Company, 490 Arsenal Way, Suite 200, Watertown, Massachusetts 02472.

By Order of the Board of Directors

/s/ Paul L. Berns

Paul L. Berns

Chairman and Chief Executive Officer

April 29, 2025

NEUMORA THERAPEUTICS MC 490 ARSENAL WAY, SLNTE 200 WATERTOWN, MA 02472 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET before The Meeting Go to www.cote.com or scan the QR Barcode above Use the internet to transmit your voting instructors and for electronic delivery of information up until 11:59 pm. Eastern Time the day before the cut-off date or meeting date Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form During The Meeting-Go to www.virtuahhareholdermesting.com/NMTA2025 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the anow available and follow the instructions VOTE BY PHONE-1-000-650-6503 Use any touch-tone telephone to transmit your voting instructions up until 11:59 pm Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return to Vote Processing, c/o Broadridge, 51 Mercedes Way. Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS V73135-930060 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY NEUMORA THERAPEUTICS, INC. The Board of Directors recommends you vote FOR the following: 1. To elect two Class directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected: Nominees: Withhold 1a Alas Halawa 16. Maykin Ho, Ph.D. For For Against Abstain The Board of Directors recommends you vote FOR the following proposals 2. To ratify the appointment, by the Audit Committee of the Company's Board of Directors, of Emst & Young LLP, as the independent registered public accounting firm and independent auditor of the Company for the year ending December 31, 2025. 3. To approve the repricing of certain stock options outstanding under the 2023 Incentive Award Plan and the 2020 Equity Incentive Plan 4 To approve amendments to the Company's Amended and Restated Certificate of incorporation to effect a reverse stock split of the Company's common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by the Company's Board of Directors in its discretion Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor administrator or other fiduciary, please full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Cate Signature joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and 10-K are available at www.proxyvote.com. V73136-930060 NEUMORA THERAPEUTICS, INC. ANNUAL MEETING OF STOCKHOLDERS MAY 28, 2025 9:00 AM EDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Paul Berns, Michael Milligan and Jason Duncan, or any either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of NEUMORA THERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 9:00 AM EDT, on Wednesday, May 28, 2025, at www.virtualshareholdermeeting.com/NMRA2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.