NMRA 8-K
Neumora Therapeutics, Inc. (NMRA)
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
Not applicable |
(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:
|
|
Trading |
|
|
|
|
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 14, 2026, Neumora Therapeutics, Inc. (“Neumora” or the “Company”) announced its financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2026, the Company announced that Paul L. Berns, the Company’s current Chief Executive Officer, will become the Company’s Executive Chairperson of the Board of Directors (the “Board”), and Joshua Pinto, Ph.D., the Company’s current President, will succeed Mr. Berns as the Company’s Chief Executive Officer (the “Leadership Transition”) effective August 14, 2026 (the “Transition Date”). The Leadership Transition was approved by the Board on August 12, 2026. Dr. Pinto will also continue to serve as the Company’s President.
In connection with the Leadership Transition, on August 12, 2026, the Board also approved the appointment of Dr. Pinto as a Class III director, effective as of the Transition Date, to serve for a term expiring at the 2029 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal.
Dr. Pinto currently serves as an executive officer of the Company in his role as President, and as such his business experience and certain other information required by Item 5.02(c) of Form 8-K has previously been described in the Company’s Definitive Proxy Statement on Schedule 14A filed on April 17, 2026 with the U.S. Securities and Exchange Commission, which information is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
NEUMORA THERAPEUTICS, INC. |
|
|
|
|
Date: |
August 14, 2026 |
By: |
/s/ Michael Milligan |
|
|
|
Michael Milligan |
Exhibit 99.1
Neumora Therapeutics Reports Second Quarter 2026 Financial Results and Provides Business Update
Favorable pre-clinical data reported for NMRA-215 with plan to submit IND in fourth quarter of 2026 and initiate Phase 1 study by end of 2026
Progressing NMRA-511 in Alzheimer’s disease (AD) agitation and NMRA-898 in schizophrenia with clinical data expected in fourth quarter of 2026 and second half of 2026, respectively
Joshua Pinto, Ph.D., appointedchief executive officer and member of the Board of Directors
Paul L. Berns appointed Executive Chair, continuing to serve as a key strategic leader to advance Company growth
$116.8 million in cash and cash equivalents expected to support operations into the third quarter of 2027
WATERTOWN, Mass., August 14, 2026 – Neumora Therapeutics, Inc. (Nasdaq: NMRA), a clinical-stage biopharmaceutical company with a therapeutics pipeline consisting of programs that target novel mechanisms of action for a broad range of underserved, prevalent diseases, today announced financial results for the second quarter ended June 30, 2026, and provided a business update.
“We delivered another quarter of disciplined execution against our strategic priorities, advancing key programs across our pipeline and positioning Neumora for a series of meaningful clinical milestones,” said Paul L. Berns, co-founder and executive chair, Neumora. “More broadly, the last 18 months have been a period of meaningful evolution for Neumora, and I’m pleased to announce Josh’s appointment as chief executive officer. Josh has contributed significantly to the organization during his tenure and has already demonstrated his ability to take on greater responsibility with his elevation to President last year. I’m incredibly proud of what our team has accomplished and confident that Josh is the right leader to guide the company through its next phase of growth. I look forward to continuing to work closely with Josh and the broader Neumora team as we advance our mission to develop transformative treatments for brain and centrally mediated diseases.”
“It has been a privilege to work alongside Paul and the exceptional team at Neumora, and I’m honored to step into the role of CEO,” said Joshua Pinto, Ph.D., president and chief executive officer, Neumora. “Our programs target some of the greatest medical challenges of our generation, and our commitment to developing innovative treatments for patients is deeply personal to me and at the core of everything we do. I look forward to working alongside our talented team to advance towards the upcoming clinical milestones across our pipeline and, ultimately, to improve the lives of the patients we aim to serve.”
LEADERSHIP UPDATE
KEY PIPELINE HIGHLIGHTS
NMRA-215 (NLRP3 Inhibitor): Phase 1 Study Expected to Initiate by End of 2026
Neumora is developing NMRA-215 for the treatment of obesity and cardiometabolic disease. The Company expects to submit an IND in the fourth quarter of 2026 and to initiate a Phase 1 study by the end of 2026.
NMRA-511 (Vasopressin 1a Receptor Antagonist): On Track to Report Data from Multiple Ascending Dose (MAD) Expansion Cohort in Alzheimer’s Disease (AD) Agitation in Fourth Quarter of 2026
Neumora plans to report data from a MAD expansion cohort evaluating higher doses of NMRA-511 in healthy elderly participants in the fourth quarter of 2026 and to initiate a Phase 2 study with NMRA-511 in Alzheimer's disease agitation by the end of 2026.
NMRA-898 (M4 Positive Allosteric Modulator): Phase 1 Data Expected in Second Half of 2026
Neumora is conducting a MAD study with NMRA-898 in healthy volunteers and patients with stable schizophrenia and expects to report data from the study in the second half of 2026.
SECOND QUARTER 2026 FINANCIAL RESULTS
About Neumora
Neumora Therapeutics, Inc. is 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 diseases are developed. Our therapeutic pipeline currently consists of programs that target novel mechanisms of action for a broad range of underserved, prevalent diseases. Neumora’s mission is to redefine neuroscience drug development by bringing forward the next generation of novel therapies that offer improved treatment outcomes and quality of life for patients.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements about Neumora Therapeutics, Inc. (the “Company,” “we,” “us,” or “our”) within the meaning of the federal securities laws, including statements related to: Neumora’s intention to redefine neuroscience drug development by bringing forward the next generation of novel therapies that offer improved treatment outcomes and quality of life for patients; the timing, progress and plans for its therapeutic development programs, including the timing of clinical trial initiation and data readouts, including for the NMRA-215, NMRA-511 and NMRA-898 studies; support for continued development, and upcoming milestones and catalysts; expectations and projections regarding future operating results and financial performance, including the sufficiency of its cash resources and expectation of the timing of its cash runway; and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms. Other than statements of historical facts, all statements contained in this press release are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause the actual results to be materially different from the information expressed or implied by these forward-looking statements, including, among others: the risks related to the inherent uncertainty of clinical drug development and unpredictability and lengthy process for obtaining regulatory approvals; risks related to the timely initiation and enrollment in our clinical trials; risks related to our reliance on third parties, including CROs; risks related to serious or undesirable side effects of our therapeutic candidates; risks related to our ability to utilize and protect our intellectual property rights; and other matters that could affect sufficiency of capital resources to fund operations. For a detailed discussion of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Neumora’s business in general, please refer to the risk factors identified in the Company’s filings with the Securities and Exchange Commission (SEC), including but not limited to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 which was filed with the SEC on or about the date hereof. Forward-looking statements speak only as of the date hereof, and, except as required by law, Neumora undertakes no obligation to update or revise these forward-looking statements. Our results for the quarter ended June 30, 2026 are not necessarily indicative of our operating results for any future periods.
Financial Tables
NEUMORA THERAPEUTICS
Unaudited Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
29,283 |
|
|
$ |
38,724 |
|
|
$ |
67,881 |
|
|
$ |
90,875 |
|
General and administrative |
|
|
12,907 |
|
|
|
15,316 |
|
|
|
27,173 |
|
|
|
34,101 |
|
Total operating expenses |
|
|
42,190 |
|
|
|
54,040 |
|
|
|
95,054 |
|
|
|
124,976 |
|
Loss from operations |
|
|
(42,190 |
) |
|
|
(54,040 |
) |
|
|
(95,054 |
) |
|
|
(124,976 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
935 |
|
|
|
2,250 |
|
|
|
2,166 |
|
|
|
5,324 |
|
Interest expense |
|
|
(1,820 |
) |
|
|
(436 |
) |
|
|
(3,674 |
) |
|
|
(436 |
) |
Other income (expense), net |
|
|
(7 |
) |
|
|
(480 |
) |
|
|
52 |
|
|
|
(505 |
) |
Total other income (expense) |
|
|
(892 |
) |
|
|
1,334 |
|
|
|
(1,456 |
) |
|
|
4,383 |
|
Net loss before income taxes |
|
|
(43,082 |
) |
|
|
(52,706 |
) |
|
|
(96,510 |
) |
|
|
(120,593 |
) |
Provision for income taxes |
|
|
— |
|
|
|
25 |
|
|
|
30 |
|
|
|
130 |
|
Net loss |
|
$ |
(43,082 |
) |
|
$ |
(52,731 |
) |
|
$ |
(96,540 |
) |
|
$ |
(120,723 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized loss on marketable securities |
|
|
— |
|
|
|
(12 |
) |
|
|
— |
|
|
|
(77 |
) |
Comprehensive loss |
|
$ |
(43,082 |
) |
|
$ |
(52,743 |
) |
|
$ |
(96,540 |
) |
|
$ |
(120,800 |
) |
Net loss per share, basic and diluted |
|
$ |
(0.23 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.53 |
) |
|
$ |
(0.75 |
) |
Weighted-average shares outstanding, basic and diluted |
|
|
185,163 |
|
|
|
161,691 |
|
|
|
182,504 |
|
|
|
161,572 |
|
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
|
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
116,834 |
|
|
$ |
182,530 |
|
Total assets |
|
$ |
125,249 |
|
|
$ |
191,047 |
|
Total liabilities |
|
$ |
80,730 |
|
|
$ |
87,176 |
|
Total stockholders’ equity |
|
$ |
44,519 |
|
|
$ |
103,871 |
|
Neumora Contact
Helen Rubinstein
617-402-5700