Neumora Therapeutics, Inc.

Previous wording

We are a clinical-stage biopharmaceutical company founded to confront the greatest medical challenges of our generation by taking a fundamentally different approach to the way treatments for brain and centrally mediated diseases are developed. The Company’s therapeutic pipeline currently consists of programs that target novel mechanisms of action for a broad range of underserved, prevalent, diseases. The Company is advancing a Phase 3 program for navacaprant , a novel once-daily oral kappa opioid receptor (“KOR”) antagonist that is being developed for the treatment of major depressive disorder (“MDD”), which the Company believes has the potential to provide significant advantages relative to the standard of care, if approved. The Company is also advancing a Phase 1b signal-seeking study with NMRA-511, a highly selective, novel antagonist of the vasopressin 1a receptor (“V1aR”) being developed for the treatment of agitation associated with dementia due to Alzheimer’s disease (“AD”). Beyond navacaprant and NMRA-511, Neumora is advancing Phase 1 single-ascending dose/multiple-ascending dose (“SAD/MAD”) studies of NMRA-861 and NMRA-898, novel M4 PAMs with potential best-in-class pharmacology. With NMRA-861 and NMRA-898 now in the clinic, Neumora is no longer advancing the development of its other M4 PAM NMRA-266. Additionally, Neumora is developing NMRA-215, a potentially best-in-class, highly brain-penetrant, oral NLRP3 inhibitor for the treatment of obesity. The Company expects to initiate a Phase 1 study with NMRA-215 in the first quarter of 2026 and to report human proof of concept data in 2026.

Current wording

We are a clinical-stage biopharmaceutical company founded to confront the greatest medical challenges of our generation by bringing forward the next generation of novel therapies with brain-penetrant chemistry that offer improved treatment outcomes and quality of life for patients. Our therapeutic pipeline currently consists of programs that target novel mechanisms of action for a broad range of underserved, prevalent diseases. We are advancing a Phase 3 program for navacaprant, a novel once-daily oral kappa opioid receptor (“KOR”) antagonist that is being developed for the treatment of major depressive disorder (“MDD”), which we believe has the potential to provide significant advantages relative to the standard of care, if approved. We are also advancing NMRA-511, a highly selective, novel antagonist of the vasopressin 1a receptor (“V1aR”) being developed for the treatment of agitation associated with dementia due to Alzheimer’s disease (“AD”). Beyond navacaprant and NMRA-511, Neumora is advancing NMRA-898, a novel muscarinic acetylcholine receptor subtype 4 (“M4”) positive allosteric modulator (“PAM”) with potential best in class pharmacology for the treatment of schizophrenia. Additionally, Neumora is developing NMRA-215, a highly brain-penetrant, oral NLRP3 inhibitor for the treatment of obesity. We expect several updates from these programs throughout 2026, including to report Phase 3 KOASTAL-2 and -3 topline data in the second quarter of 2026, report multiple ascending dose (“MAD”) extension data with NMRA-511 in the second half of 2026, and to report MAD data with NMRA-898 in the second half of 2026.

Previous wording

ALS = Amyotrophic lateral sclerosis; CK1δ= Casein Kinase I Isoform delta; GCase = Glucocerebrosidase; KOR = kappa opioid receptor; M4R = Muscarinic Acetylcholine Receptor M4; NLRP3 = Nucleotide-binding Domain, Leucine-rich–containing Family, Pyrin Domain–containing-3; V1aR = Vasopressin 1a Receptor.

Current wording

ALS = Amyotrophic lateral sclerosis; CK1δ= Casein Kinase I Isoform delta; GCase = Glucocerebrosidase; KOR = kappa opioid receptor; M4 = Muscarinic Acetylcholine Receptor M4; NLRP3 = Nucleotide-binding Domain, Leucine-rich–containing Family, Pyrin Domain–containing-3; V1aR = Vasopressin 1a Receptor; DIO = diet induced obesity mouse model.

Previous wording

We have assumed license arrangements with certain third parties as a result of our acquisitions and have entered into several additional license, research and collaboration agreements with various parties. For details regarding these agreements, see Note 9–Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements included elsewhere in this Quarterly Reporton Form 10-Q.

Current wording

We have assumed license arrangements with certain third parties as a result of our acquisitions and have entered into several additional license, research and collaboration agreements with various parties. For details regarding these agreements, see Note 6– Acquisition of Assets and Note 8–Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements included elsewhere in this Quarterly Reporton Form 10-Q.

Previous wording

Pursuant to the terms of the Vanderbilt License Agreement, we are required to pay Vanderbilt contingent consideration payable in cash up to an aggregate of $42.4 million upon the achievement of specified development milestones and up to an aggregate of $380.0 million upon the achievement of commercial milestone events as well as tiered royalties at mid-single digit percentages on potential future net sales. We achieved a $2.0 million development milestone in October 2023, which was paid in cash in November 2023. Additionally, in July 2025, we achieved and settled in cash a $5.0 million development milestone. As of September 30, 2025, none of the other Vanderbilt milestones have been achieved and no such related amounts were deemed due or payable.

Current wording

Pursuant to the terms of the Vanderbilt License Agreement, we are required to pay Vanderbilt contingent consideration payable in cash up to an aggregate of $42.0 million upon the achievement of specified development milestones and up to an aggregate of $380.0 million upon the achievement of commercial milestone events as well as tiered royalties at mid-single digit percentages on potential future net sales. We achieved a $2.0 million development milestone in October 2023, which was paid in cash in November 2023. Additionally, in July 2025, we achieved and settled in cash a $5.0 million development milestone. As of March 31, 2026, none of the other Vanderbilt milestones have been achieved and no such related amounts were deemed due or payable.

Previous wording

the impact of general economic conditions, such as rising inflation and increasing interest rates.

Current wording

the impact of general economic conditions, such as inflation, rising interest rates and tariffs.

Previous wording

Interest expense consists of interest expense related to our Loan Agreement, as well as amortization of debt discount and debt issuance costs.

Current wording

Interest expense consists of interest expense related to our Loan Agreement, as well as amortization of debt issuance costs and accretion of the final payment fee.

Previous wording

Direct external program expenses decreased $3.4 million primarily driven by:

Current wording

Direct external program expenses decreased $3.2 million primarily driven by:

Previous wording

reduced navacaprant program costs of $7.1 million due to reduced manufacturing and clinical trial related costs incurred,

Current wording

reduced navacaprant program costs of $3.6 million due to reduced manufacturing costs incurred,

Previous wording

and an increase in NMRA-511 program expenses of $1.4 million due to increased clinical trial activity of the Phase 1b study.

Current wording

reduced NMRA-511 program costs of $1.4 million due to lower clinical trial costs with the completion of the Phase 1b study,

Previous wording

partially offset by a $3.0 million increase in preclinical research and manufacturing.

Current wording

partially offset by a $1.7 million increase in preclinical research and manufacturing.

Previous wording

Internal and unallocated expenses decreased $16.7 million, which were primarily due to:

Current wording

Internal and unallocated expenses decreased $10.4 million, which were primarily due to:

Previous wording

a decrease in other costs of $13.5 million due to no activity under our research and collaboration agreements with Amgen in the current period, compared to $12.5 million in the prior period. The Amgen Collaboration Agreement automatically terminated upon its third anniversary in September 2024 and a final payment was made to Amgen in May 2025.

Current wording

a decrease in other costs of $7.4 million primarily due to no activity under our research and collaboration agreements with Amgen in the current period, compared to $6.3 million in the prior period. The Amgen Collaboration Agreement automatically terminated upon its third anniversary in September 2024. The final costs were incurred in the first quarter of 2025 and the final payment was made to Amgen in May 2025.

Previous wording

Lower personnel-related costs of $3.2 million due to a reduction in stock based compensation expense primarily driven by lower headcount and the decreased value of stock options granted.

Current wording

Lower personnel-related costs of $2.9 million primarily due to a reduction in stock based compensation expense driven by lower headcount, as well as a discretionary bonus payment made to a key executive in the prior period that did not recur.

Previous wording

General and administrative expenses decreased by $3.8 million, or 24%, to $12.2 million for the three months ended September 30, 2025, from $16.0 million for the three months ended September 30, 2024 primarily due to decreased consulting and personnel related costs.

Current wording

General and administrative expenses decreased by $4.5 million, or 24%, to $14.3 million for the three months ended March 31, 2026, from $18.8 million for the three months ended March 31, 2025 primarily due to lower personnel-related costs, driven by reduced headcount, which resulted in decreased stock-based compensation expense, as well as a discretionary bonus paid to a key executive in the prior period that did not recur.

Previous wording

Interest income decreased by $2.5 million to $1.7 million for the three months ended September 30, 2025 from $4.2 million for the three months ended September 30, 2024, which was attributable to less interest earned on our lower balances in cash equivalents and marketable securities.

Current wording

Interest income decreased by $1.8 million to $1.2 million for the three months ended March 31, 2026 from $3.1 million for the three months ended March 31, 2025, which was attributable to less interest earned on our lower balances in cash equivalents.

Previous wording

Interest expense of $0.8 million for the three months ended September 30, 2025 consisted of interest expense related to our Loan Agreement, as well as amortization of debt discount and debt issuance costs.

Current wording

Interest expense of $1.9 million for the three months ended March 31, 2026 consisted of interest expense related to our Loan Agreement, as well as amortization of debit issuance costs and accretion of the final payment fee.

Previous wording

Since our inception, we have not generated any revenue from the sale of products and we have incurred significant net losses, which are primarily attributable to acquired intangible in-process research and development intangible asset (“IPR&D”) costs pursuant to our acquisitions, which occurred in 2020 and were accounted for as an acquisition of assets, and negative cash flows from operations. Our primary use of our capital resources is to fund our operating expenses, which consist primarily of expenditures related to identifying, acquiring, developing, and in-licensing our precision neuroscience approach, programs, and product candidates, and conducting preclinical studies and clinical trials, and to a lesser extent, general and administrative expenditures. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. As of September 30, 2025, we had an accumulated deficit of $1,124.7 million.

Current wording

Since our inception, we have not generated any revenue from the sale of products and we have incurred significant net losses and negative cash flows from operations. Our primary use of our capital resources is to fund our operating expenses, which consist primarily of expenditures related to identifying, acquiring, developing, and in-licensing our precision neuroscience approach, programs, and product candidates, and conducting preclinical studies and clinical trials, and to a lesser extent, general and administrative expenditures. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever.

Previous wording

As of September 30, 2025, we had $171.5 million of cash, cash equivalents and marketable securities. Prior to our IPO we primarily funded our operations with the net proceeds from the sale and issuance of our convertible preferred stock and convertible promissory notes and raised gross cash proceeds of over $600 million including from the sale of convertible preferred stock, borrowings pursuant to convertible promissory notes and cash acquired in our acquisitions of assets. In September, 2023, we completed our IPO pursuant to which we issued and sold an aggregate of 14,710,000 shares of common stock at a price to the public of $17.00 per share. We received aggregate net proceeds of $226.5 million after deducting underwriting discounts and commissions of $17.5 million and other offering expenses of $6.0 million. Since our IPO, in October 2024 we entered into a sales agreement with Leerink to sell shares of our common stock, from time to time, with aggregate gross sales proceeds of up to $300.0 million, through an at-the-market equity offering program (“ATM”) with Leerink as the sales agent. We received aggregate net proceeds of $13.7 million under the ATM after deducting commissions and offering expenses of $0.8 million during the year ended December 31, 2024. There were no sales under the ATM during the nine months ended September 30, 2025. On May 9, 2025 (the “Closing Date”) we entered into a loan and security agreement (the “Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) that provides up to $125.0 million principal in term loans over four tranches. The first tranche consists of up to $40.0 million with $20.0 million funded on the Closing Date and an option for an additional $20.0 million at our request through December 31, 2025, which was funded on November 4, 2025. On November 4, 2025, we entered into a First Amendment to the Loan Agreement, which among other things, provides for availability under the fourth tranche term loan equal to $20.0 million, which was funded on November 4, 2025.

Current wording

In 2023, we completed our Initial Public Offering (“IPO”) pursuant to which we issued and sold an aggregate of 14,710,000 shares of common stock at a price to the public of $17.00 per share. We received aggregate net proceeds of $226.5 million after deducting underwriting discounts and commissions of $17.5 million and other offering expenses of $6.0 million. Prior to our IPO, we primarily funded our operations with the net proceeds from the sale and issuance of our convertible preferred stock and convertible promissory notes.

Previous wording

addressing any potential supply chain interruptions or delays, including those related to geopolitical issues;

Current wording

the effect of any potential supply chain interruptions or delays, including those related to geopolitical issues;

Previous wording

the extent to which we acquire or invest in business, products and technologies.

Current wording

the extent to which we acquire or invest in businesses, products and technologies.

Previous wording

Net cash used in operating activities for thenine months ended September 30, 2025 was $158.5 million, which consisted of a net loss of $177.5 million and a change in our net operating assets and liabilities of $3.6 million, partially offset by noncash charges of $22.6 million. The change in our net operating assets and liabilities primarily resulted from a decrease in accounts payable of $2.8 million due to the timing of our accounts payable, a decrease in current operating lease liabilities of $1.8 million due to the June 2025 expiration of an office and lab lease agreement, an increase in prepaid expenses of $0.8 million primarily due to deferred debt issuance costs related to the term loan with K2HV, and an increase in accrued liabilities of $0.2 million primarily related to our clinical programs. The noncash charges primarily consisted of $22.5 million of stock-based compensation, $1.8 million of noncash operating lease expense, partially offset by $2.8 million on of net accretion of discounts on marketable securities.

Current wording

Net cash used in operating activities for thethree months ended March 31, 2026 was $46.4 million, which primarily consisted of a net loss of $53.5 million partially offset by noncash charges of $7.8 million. The noncash charges primarily consisted of $7.4 million of stock-based compensation and $0.4 million of amortization of debt issuance costs and accretion of the debt final payment fee. Our net operating assets and liabilities decreased by $0.8 million, primarily from a decrease in accrued liabilities of $4.0 million related to our ongoing clinical trials, partially offset by an increase in accounts payable of $1.7 million due to the timing of our accounts payable and a decrease in prepaid expenses and other current assets of $1.6 million due to less interest receivable on our cash and cash equivalents.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $132.6 million, which consisted of a net loss of $185.0 million, partially offset by a change in our net operating assets and liabilities of $24.0 million and noncash charges of $28.4 million. The change in our net operating assets and liabilities primarily resulted from a decrease of $15.3 million in prepaid expenses and other current assets related to our clinical programs and the Amgen Collaboration Agreement, an increase of $5.4 million and $5.8 million in accrued liabilities and accounts payable, respectively, primarily related to our clinical programs and timing of our accounts payable, partially offset by a decrease in operating lease liabilities of $2.5 million. The noncash charges primarily consisted of $30.1 million of stock-based compensation, $2.4 million of noncash operating lease expense, partially offset by $4.6 million of net accretion of discounts on marketable securities.

Current wording

Net cash used in operating activities for thethree months ended March 31, 2025 was $59.4 million, which consisted of a net loss of $68.0 million and a change in our net operating assets and liabilities of $0.5 million, partially offset by noncash charges of $9.1 million. The change in our net operating assets and liabilities primarily resulted from an a decrease in accounts payable of $2.3 million due to the timing of our accounts payable and a decrease in current operating lease liabilities of $0.9 million due to the upcoming expiration of our office and lab lease agreement, partially offset by a decrease in prepaid expenses and other current assets of $1.0 million due to less interest receivable on our cash and marketable securities and an increase in accrued liabilities of $1.7 million related to our ongoing clinical trials. The noncash charges primarily consisted of $9.3 million of stock-based compensation, $0.9 million of noncash operating lease expense, partially offset by $1.3 million of net accretion of discounts on marketable securities.

Previous wording

Net cash provided by financing activities for thenine months ended September 30, 2024 was $6.0 million, which consisted of proceeds from the exercise of stock options.

Current wording

Net cash provided by investing activities for thethree months ended March 31, 2026 was $0.1 million, which consisted of proceeds from the sale equipment.

Previous wording

Net cash provided by investing activities for thenine months ended September 30, 2025 was $125.9 million, which primarily consisted of $208.6 million in proceeds from maturities of marketable securities, partially offset by $82.9 million in purchases of marketable securities.

Current wording

Net cash provided by investing activities for thethree months ended March 31, 2025 was $44.2 million, which primarily consisted of $88.6 million in proceeds from maturities of marketable securities, partially offset by $44.4 million in purchases of marketable securities.

Previous wording

Net cash provided by financing activities for thenine months ended September 30, 2025 was $18.3 million, which primarily consisted of the net proceeds from the term loan with K2HV.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $10.9 million which consisted of net proceeds from the ATM offering.

Previous wording

in Note 15 – Subsequent Event to our condensed consolidated financial statements. The term loan matures on May 1, 2029, and we are obligated to make interest only payments until June 1, 2028. Additional information about the Loan Agreement and our commitments under it can be found in Note 5 – Debt to our condensed consolidated financial statements.

Current wording

As of March 31, 2026, our contractual obligations and commitments relate primarily to our Loan Agreement with K2HV under which we had borrowed $60.0 million. The term loan matures on May 1, 2029, and we are obligated to make interest only payments until June 1, 2028. Additional information about the Loan Agreement and our commitments under it can be found in Note 5 – Debt to our condensed consolidated financial statements.

Previous wording

JOBS Act Accounting Smaller Reporting Company Elections

Current wording

Smaller Reporting Company Elections