SEC Form 8-K filed by Neumora Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2025

NEUMORA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

(857) 760-0900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 28, 2025, Neumora Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Definitive Proxy Statement”). Only stockholders of record as of the close of business on April 28, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 161,747,922 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of two Class II directors to hold office until the 2028 annual meeting of stockholders and until their respective successor is elected and qualified or until their earlier death, resignation, disqualification or removal. The results of the vote were as follows:

Proposal 2. The ratification of the selection by the audit committee of the board of directors of the Company (the “Board”) of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The results of the vote were as follows:

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The approval of the repricing of certain outstanding stock options that have been granted under the Company’s 2020 Equity Incentive Plan and 2023 Incentive Award Plan. The results of the vote were as follows:

Proposal 4. The approval of amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by the Board in its discretion. The results of the vote were as follows:

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

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.