Neumora Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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Item 15. Exhibits and Financial Schedules
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 | |
| 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 | |
| 4.3 | Description of Securities. | X | |||
| 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† | Exclusive License Agreement for CK1d, dated September 10, 2021, by and between the Registrant and Amgen Inc. | S-1 | 8/25/2023 | 10.3 | |
| 10.3(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) | |
| 10.3(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) | |
| 10.4(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) | |
| 10.4(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) | |
| 10.4(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) | |
| 10.5(a)# | BlackThorn Therapeutics, Inc. 2015 Equity Incentive Plan. | S-8 | 9/19/2023 | 99.1(a) | |
| 10.5(b)# | Form of Stock Option Agreement under the BlackThorn Therapeutics, Inc. 2015 Equity Incentive Plan. | S-8 | 9/19/2023 | 99.1(b) | |
| 10.6(a)# | 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(a) | |
| 10.6(b)# | Form of Stock Option Agreement under the 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(b) | |
| 10.6(c)# | Form of Restricted Stock Purchase Agreement under the 2020 Equity Incentive Plan. | S-1 | 8/25/2023 | 10.6(c) | |
| 10.7(a)# | 2023 Incentive Award Plan. | S-8 | 9/19/2023 | 99.3(a) | |
| 10.7(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) | |
| 10.7(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) | |
| 10.8# | Employee Stock Purchase Plan. | S-8 | 9/19/2023 | 99.4 | |
| 10.9# | Amended and Restated Non-Employee Director Compensation Program. | 10-Q | 8/6/2025 | 10.2 | |
| 10.10 | Form of Indemnification and Advancement Agreement for directors and officers. | S-1/A | 9/11/2023 | 10.13 | |
| 10.11(a)† | License Agreement, dated February 10, 2022, by and between the Registrant and Vanderbilt University. | S-1 | 8/25/2023 | 10.14(a) | |
| 10.11(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) | |
| 10.12# | Executive Employment Agreement, effective as of February 14, 2025, by and between the Registrant and Paul L. Berns. | 10-K | 3/3/2025 | 10.12 | |
| 10.13# | Executive Employment Agreement, dated as of November 13, 2023, by and between the Registrant and Jason Duncan. | 10-K | 3/7/2024 | 10.22 | |
| 10.14# | Executive Employment Agreement, dated as of January 1, 2023, by and between the Registrant and Carol Y. Suh. | 10-K | 3/7/2024 | 10.23 | |
| 10.15# | Executive Employment Agreement, dated as of February 14, 2025, by and between the Registrant and Michael Milligan. | 10-K | 3/3/2025 | 10.17 | |
| 10.16# | Executive Employment Agreement, dated as of February 14, 2025, by and between the Registrant and Joshua Pinto, Ph.D. | 10-K | 3/3/2025 | 10.18 | |
| 10.17# | Executive Employment Agreement, dated as of February 14, 2025, by and between the Registrant and Bill Aurora, Pharm.D. | 10-K | 3/3/2025 | 10.19 | |
| 10.18# | Executive Employment Agreement, dated as of August 31, 2023, by and between the Registrant and Robert Lenz, M.D., Ph.D. | 10-K | 3/3/2025 | 10.20 | |
| 10.18# | RBNC Therapeutics, Inc. Milestone Carveout Plan | 10-Q | 5/7/2024 | 10.2 | |
| 10.19† | Loan and Security Agreement, dated May 9, 2025, by and amoung the Registrant, K2 HealthVentures LLC, as lender and administrative agent for the lenders from time to time party thereto, and Ankura Trust Company, LLC, as collateral trustee. | 10-Q | 8/6/2025 | 10.1 | |
| 10.20† | First Amendment to Loan and Security Agreement, dated November 4, 2025, with K2 HealthVentures LLC. | 10-Q | 11/6/2025 | 10.1 | |
| 10.21† | Second Amendment to Loan and Security Agreement, dated December 10, 2025, with K2 HealthVentures LLC. | X | |||
| 19.1 | Insider Trading Policy | 10-K | 3/3/2025 | 19.1 | |
| 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 | 10-K | 3/7/2024 | 97.1 | |
| 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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