Neumora Therapeutics, Inc 8-K/A, filed Feb 21, 2025
Neumora Therapeutics, Inc. (NMRA)
About this 8-K/A
Neumora Therapeutics, Inc filed this 8-K/A on February 21, 2025, reporting on events of February 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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FORM
Amendment No. 1
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Separation Agreement, which includes a general release of claims, Mr. Gosebruch will continue to receive his base salary at the rate in effect immediately prior to his separation for a period of 12 months, his target bonus for 2025, and the continuation of his health coverage pursuant to COBRA at the Company’s expense for a period of 18 months following his separation date. In addition, Mr. Gosebruch will receive his annual bonus for 2024 and will have until the 12-month anniversary of his separation date to exercise the vested portion of his outstanding stock options.
Pursuant to the Executive Employment Agreement, Mr. Berns will receive an annual base salary of $700,000, to be reviewed not less than annually, and an annual bonus targeted at 60% of Mr. Berns’ annual base salary. In addition, Mr. Berns was awarded an option to purchase 2,000,000 shares of the Company’s common stock, subject to vesting over four years, with 25% of the shares subject to the option vesting on February 13, 2026, and 1/48th of the total number of shares vest monthly thereafter (the “Option”). Mr. Berns is eligible to receive severance in the event his employment is terminated by the Company without cause or by him for good reason, as each term is defined in the Executive Employment Agreement. In the event the qualifying termination occurs more than three months prior to or more than 18 months after a change in control, as defined in the Executive Employment Agreement, Mr. Berns is entitled to receive 12 months continued base salary, his target bonus opportunity and up to 12 months of continued healthcare coverage or COBRA reimbursements. In the event the qualifying termination occurs within the period beginning three months prior to and ending 18 months after a change in control, Mr. Berns is entitled to 24 months of base salary, two times his target annual bonus opportunity, continued healthcare coverage or COBRA reimbursements for up to 24 months and full vesting acceleration of all his equity awards. Mr. Berns must provide a general release of claims in order to receive severance benefits.
The foregoing descriptions of the Separation Agreement and the Executive Employment Agreement are qualified in their entirety by reference to the Separation Agreement and the Executive Employment Agreement, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.
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: February 21, 2025 | By: | /s/ Michael Milligan | ||||
| Michael Milligan | ||||||
| Chief Financial Officer | ||||||