SEC Form 4 filed by Director Fust Matthew K
$NMRA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.69 | 05/28/2025 | D | 85,586 | (1) | 04/23/2031 | Common Stock | 85,586 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.69 | 05/28/2025 | D | 27,802 | (1) | 09/14/2033 | Common Stock | 27,802 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.69 | 05/28/2025 | D | 28,571 | (3) | 06/13/2034 | Common Stock | 28,571 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.72(4) | 05/28/2025 | A | 85,586 | (1) | 04/23/2031 | Common Stock | 85,586 | (2) | 85,586 | D | ||||
| Stock Option (Right to Buy) | $0.72(4) | 05/28/2025 | A | 27,802 | (1) | 09/14/2033 | Common Stock | 27,802 | (2) | 27,802 | D | ||||
| Stock Option (Right to Buy) | $0.72(4) | 05/28/2025 | A | 28,571 | (3) | 06/13/2034 | Common Stock | 28,571 | (2) | 28,571 | D | ||||
| Stock Option (Right to Buy) | $0.72 | 05/28/2025 | A | 80,000 | (5) | 05/27/2035 | Common Stock | 80,000 | $0 | 80,000 | D | ||||
| Explanation of Responses: |
| 1. The stock option is fully vested and exercisable. |
| 2. On May 28, 2025, the Issuer's stockholders approved the repricing of the option. As further described in footnote 4, all other terms of the option remain unchanged. |
| 3. 100% of the shares subject to the option shall vest on the earlier of (i) one year anniversary of June 13, 2024 or (ii) immediately prior to the next Annual Meeting following June 13, 2024. |
| 4. On May 28, 2025, the Issuer's stockholders approved an option repricing at an exercise price of $0.72 per share (the "Repricing") of the outstanding stock options held by members of the Board, certain employees and other service providers. The Repricing is subject to the Reporting Person remaining in service to the Issuer through August 13, 2026. |
| 5. 100% of the shares subject to the option vest on the earlier of (i) the one year anniversary of May 28, 2025 or (ii) immediately prior to the next Annual Meeting following May 28, 2025. |
| /s/ Michael Milligan, as Attorney-in-Fact for Matthew K. Fust | 05/30/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||