UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported, on May 9, 2025, Neumora Therapeutics, Inc. (the “Company”) entered into a Loan and Security Agreement with K2 HealthVentures LLC (“K2HV”) as the lender and the other parties thereto, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 4, 2025 (the “Loan Agreement”). Pursuant to terms of the Loan Agreement, K2HV has a right to convert up to an aggregate of $12.5 million of the outstanding principal of the term loans into shares of common stock of the Company.
On November 17, 2025, the Company received a conversion notice from K2HV, pursuant to which K2HV elected to convert $2.5 million of principal amount of the term loan into common stock of the Company, at a conversion price of $0.8774 per share, in accordance with the Loan Agreement.
On November 20, 2025, the Company issued 2,849,327 shares of common stock of the Company (the “Conversion Shares”) to K2 HealthVentures Equity Trust LLC.
The Conversion Shares were issued in reliance on the registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEUMORA THERAPEUTICS, INC. | ||||||
| Date: November 21, 2025 | By: | /s/ Michael Milligan | ||||
| Michael Milligan | ||||||
| Chief Financial Officer | ||||||