Neumora Therapeutics, Inc 10-Q for FY2024 Q1

Neumora Therapeutics, Inc. (NMRA)

10-Q 2024-05-07 For: 2024-03-31

Added on April 06, 2026

About this 10-Q

Neumora Therapeutics, Inc filed this 10-Q on May 7, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $53.72M; compared with a net loss of $35.63M a year earlier
Diluted EPS: -$0.34; compared with -$1.22 a year earlier

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Delaware	84-4367680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
490 Arsenal Way, Suite 200 Watertown, Massachusetts	02472
(Address of principal executive offices)	(Zip Code)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

Part II.	OTHER INFORMATION	31

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84
Item 3.	Defaults Upon Senior Securities	84
Item 4.	Mine Safety Disclosures	84
Item 5.	Other Information	84
Item 6.	Exhibits	85
Signatures		86


	March 31, 2024			December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	182,927		$	374,038
Short-term marketable securities		239,788			79,944
Prepaid expenses and other current assets		20,070			24,297
Total current assets		442,785			478,279
Long-term marketable securities		302			9,845
Property and equipment, net		1,635			1,790
Operating lease right-of-use assets		4,276			5,068
Restricted cash		1,213			1,213
Total assets	$	450,211		$	496,195
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,492		$	337
Accrued liabilities		19,493			21,257
Early exercise liability, current portion		133			139
Operating lease liabilities, current portion		3,491			3,378
Total current liabilities		24,609			25,111
Operating lease liabilities, net of current portion		938			1,853
Early exercise liability, net of current portion		122			155
Total liabilities		25,669			27,119
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock		16			16
Additional paid-in capital		1,181,829			1,172,570
Accumulated other comprehensive loss		(148	)		(76	)
Accumulated deficit		(757,155	)		(703,434	)
Total stockholders’ equity		424,542			469,076
Total liabilities and stockholders’ equity	$	450,211		$	496,195


	Three Months Ended March 31,
	2024			2023
Operating expenses:
Research and development	$	45,757		$	29,485
General and administrative		14,317			9,683
Total operating expenses		60,074			39,168
Loss from operations		(60,074	)		(39,168	)
Other income (expense):
Interest income		6,365			3,569
Other expense, net		(12	)		(26	)
Total other income		6,353			3,543
Net loss		(53,721	)		(35,625	)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities		(72	)		476
Comprehensive loss	$	(53,793	)	$	(35,149	)
Net loss per share, basic and diluted	$	(0.34	)	$	(1.22	)
Weighted-average shares outstanding, basic and diluted		157,943			29,277


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Equity
Balance as of December 31, 2023		—	$	—		158,832	$	16	$	1,172,570	$	(76	)	$	(703,434	)	$	469,076
Issuance of common stock upon exercise of stock options		—		—		525		—		1,845		—			—			1,845
Vesting of restricted common stock		—		—		—		—		41		—			—			41
Unrealized loss on marketable debt securities		—		—		—		—		—		(72	)		—			(72	)
Stock-based compensation		—		—		—		—		7,373		—			—			7,373
Net loss		—		—		—		—		—		—			(53,721	)		(53,721	)
Balance as of March 31, 2024		—	$	—		159,357	$	16	$	1,181,829	$	(148	)	$	(757,155	)	$	424,542


	Three Months Ended March 31,
	2024			2023
Operating activities:
Net loss	$	(53,721	)	$	(35,625	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		7,373			2,195
Non-cash operating lease expense		791			799
Depreciation and amortization		158			158
Net accretion of investments in marketable securities		(1,147	)		(892	)
Other noncash expenses		—			15
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		7,351			7,858
Accounts payable		1,155			(6,012	)
Accrued liabilities		(4,113	)		(736	)
Operating lease liabilities		(802	)		(801	)
Net cash used in operating activities		(42,955	)		(33,041	)
Investing activities:
Purchases of marketable securities		(185,804	)		(41,483	)
Proceeds from sales and maturities of marketable securities		36,578			44,336
Purchases of property and equipment		—			(36	)
Cash paid for acquisition of assets		(775	)		—
Net cash (used in) provided by investing activities		(150,001	)		2,817
Financing activities:
Proceeds from exercise of stock options		1,845			602
Repurchase of unvested early exercised shares		—			(491	)
Payments for deferred offering costs		—			(10	)
Net cash provided by financing activities		1,845			101
Net change in cash and cash equivalents and restricted cash		(191,111	)		(30,123	)
Cash and cash equivalents and restricted cash at beginning of year		375,251			242,206
Cash and cash equivalents and restricted cash at end of year	$	184,140		$	212,083
Components of cash and restricted cash:
Cash and cash equivalents	$	182,927		$	210,870
Restricted cash		1,213			1,213
Total cash and cash equivalents and restricted cash	$	184,140		$	212,083


	March 31, 2024
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)
Cash equivalents:
Money market funds	$	142,817	$	—	$	—		$	142,817
Total cash equivalents	$	142,817	$	—	$	—		$	142,817
Marketable securities:
Commercial paper	$	69,612	$	1	$	(36	)	$	69,577
Certificates of deposit		11,669		3		(1	)		11,671
U.S. government and agency debt securities		122,660		—		(108	)		122,552
Corporate debt securities		36,297		5		(12	)		36,290
Total marketable securities		240,238		9		(157	)		240,090
Total cash equivalents and marketable securities	$	383,055	$	9	$	(157	)	$	382,907


	December 31, 2023
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)
Cash equivalents:
Money market funds	$	306,801	$	—	$	—		$	306,801
Commercial paper		42,455		6		—			42,461
U.S. government and agency debt securities		12,998		—		(6	)		12,992
Total cash equivalents	$	362,254	$	6	$	(6	)	$	362,254
Marketable securities:
Commercial paper	$	47,534	$	17	$	(4	)	$	47,547
U.S. government and agency debt securities		37,515		—		(91	)		37,424
Corporate debt securities		4,816		3		(1	)		4,818
Total marketable securities		89,865		20		(96	)		89,789
Total cash equivalents and marketable securities	$	452,119	$	26	$	(102	)	$	452,043


	March 31, 2024
Within one year	$	239,788
After one year through two years		302
Total marketable securities	$	240,090


	March 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:
Cash equivalents:
Money market funds	$	142,817	$	—	$	—	$	142,817
Marketable securities:
Commercial paper		—		69,577		—		69,577
Certificates of deposit		—		11,671		—		11,671
U.S. government and agency debt securities		115,062		7,490		—		122,552
Corporate debt securities		—		36,290		—		36,290
Total assets measured at fair value	$	257,879	$	125,028	$	—	$	382,907


	March 31,		December 31,
	2024		2023
	(in thousands)
Prepaid research and development costs ($9.4 million and $6.3 million from related party in 2024 and 2023, respectively)	$	14,603	$	19,085
Prepaid other		4,561		4,273
Other receivables		906		939
Total prepaid expenses and other current assets	$	20,070	$	24,297


	March 31, 2024
	(in thousands)
Shares reserved for options and restricted stock units issued under the plans		17,084
Shares reserved for future issuance under the plans		19,965
Total		37,049


	Outstanding Stock Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
	(in thousands, except per share amounts and years)
Outstanding as of December 31, 2023		13,783		$	6.39		8.7	$	146,966
Granted		2,841			17.43
Exercised		(525	)		3.51
Canceled and forfeited		(884	)		5.93
Expired		(85	)		3.37
Outstanding as of March 31, 2024		15,130		$	8.60		8.8	$	90,736
Vested as of March 31, 2024		3,667		$	4.43		7.6	$	34,256
Exercisable as of March 31, 2024		3,659		$	4.44		7.6	$	34,145


	Shares of Restricted Common Stock			Weighted- Average Grant Date Fair Value Per Share		Shares of Restricted Stock Units			Weighted- Average Grant Date Fair Value Per Share
	(in thousands, except per share amounts)
Outstanding and unvested as of December 31, 2023		840		$	6.11		353		$	17.00
Granted		—		—			1,165			18.07
Vested		(190	)		0.26	—			—
Forfeited and canceled		—		—			(10	)		18.07
Outstanding and unvested as of March 31, 2024		650		$	7.81		1,508		$	17.83


	Three Months Ended March 31,
	2024		2023		Change
	(in thousands)
Direct external program expenses:
Navacaprant (NMRA-140) program	$	24,319	$	2,494	$	21,825
NMRA-511 program		1,887		1,734		153
NMRA-266 program		3,589		3,068		521
Preclinical programs		2,344		2,410		(66	)
Internal and unallocated expenses:
Personnel-related costs		10,875		8,300		2,575
Other costs		2,743		11,479		(8,736	)
Total research and development expenses	$	45,757	$	29,485	$	16,272


Exhibit		Incorporated by Reference			Filed
Number	Description	Form	Date	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation, as amended, currently in effect.	8-K	9/19/2023	3.1
3.2	Bylaws, as amended, currently in effect.	8-K	9/19/2023	3.2
4.1	Reference is made to Exhibits 3.1 through 3.2
4.2	Form of Common Stock Certificate.	S-1/A	9/11/2023	4.2
10.1#	Non-Employee Director Compensation Program.				X
10.2#	RBNC Therapeutics, Inc. Milestone Carveout Plan				X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1+	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2+	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document				X
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X


	Neumora Therapeutics, Inc.

Date: May 7, 2024	By:	/s/ Henry O. Gosebruch
	Name:	Henry O. Gosebruch
	Title:	Chief Executive Officer

Date: May 7, 2024	By:	/s/ Joshua Pinto, Ph.D.
	Name:	Joshua Pinto, Ph.D
	Title:	Chief Financial Officer


Non-Employee Director:	$45,000
Lead Independent Director:	$25,000
Audit Committee Chair:	$20,000
Compensation Committee Chair:	$15,000
Nominating and Corporate Governance Committee Chair:	$10,000
Audit Committee Member (non-Chair):	$10,000
Compensation Committee Member (non-Chair):	$7,500
Nominating and Corporate Governance Committee Member (non-Chair):	$5,000



Election Method:	Each Retainer RSU Election must be submitted to Company in the form and manner specified by the Board of Directors of the Company (the “Board”) or Compensation Committee of the Board (the “Compensation Committee”). An individual who fails to make a timely Retainer RSU Election shall not receive Retainer RSUs and instead shall receive the applicable annual retainer in cash. Retainer RSU Elections must comply with the following timing requirements: • Initial Election. Each individual who first becomes a Non-Employee Director may make a Retainer RSU Election with respect to annual retainer payments scheduled to be paid in the same calendar year as such individual first becomes a Non-Employee Director (the “Initial Election”). The Initial Election must be submitted to the Company on or prior to the date that the individual first becomes a Non-Employee Director (the “Initial Election Deadline”), and the Initial Election shall become final and irrevocable as of the Initial Election Deadline. • Annual Election. No later than December 31 of each calendar year, or such earlier deadline as may be established by the Board or the Compensation Committee, in its discretion (the “Annual Election Deadline”), each individual who is a Non-Employee Director as of immediately prior to the Annual Election Deadline may make a Retainer RSU Election with respect to the annual retainer relating to services to be performed in the following calendar year (the “Annual Election”). The Annual Election must be submitted to the Company on or prior to the applicable Annual Election Deadline and shall become effective and irrevocable as of the Annual Election Deadline. • Deferral of Settlement. The Board, the Compensation Committee or their respective authorized designee may, in its discretion, provide an individual who is a Non-Employee Director with the opportunity to defer the delivery of the shares underlying Retainer RSUs that would otherwise be delivered to the individual hereunder. Any such deferral election shall be subject to such rules, conditions and procedures as shall be determined by the Board or the Compensation Committee, in its sole discretion, which rules, conditions and procedures shall at all times comply with the requirements of Section 409A of the Code, unless otherwise specifically determined by the Board or the Compensation Committee. If an individual elects to defer the delivery of the shares underlying Retainer RSUs in accordance herewith, settlement of the deferred Retainer RSUs shall be made in accordance with the terms of the Retainer RSU Election.


Equity Compensation

Initial Equity Grant:	Each Non-Employee Director who is initially elected or appointed to serve on the Board on or after the Effective Date shall be granted Awards under the Plan or any other applicable Company equity incentive plan then-maintained by the Company having an aggregate grant date fair value (disregarding forfeitures) equal to $725,000 (the “Initial Grant”). The Initial Grant shall be composed of an Option and Award of Restricted Stock Units (“RSUs”) as follows: (i) 50% of the Initial Grant shall be an Option (the “Initial Option”) to purchase that number of shares of Common Stock calculated by dividing (x) $362,500 by (y) the per share grant date fair value of the Option, rounded down; and (ii) 50% of the Initial Grant shall be an Award of that number of RSUs (the “Initial RSUs”) calculated by dividing (x) $362,500 by (y) Fair Market Value as of the date of grant, rounded down. The grant date fair value of the Initial Option shall be calculated based on Fair Market Value as of the date of grant and using assumptions published in the Company’s most recent periodic report with such information as of the date of grant. The Initial Grant will be automatically granted on the date on which such Non-Employee Director commences service on the Board, and will (i) for the Initial Option, vest as to 1/36th of the shares subject thereto on each monthly anniversary of the applicable date of grant and (ii) for the Initial RSUs, one-third shall vest each year on the anniversary of the applicable date of grant in equal annual amounts; in each case such that the shares subject to the Initial Grant are fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through each such vesting date.

Annual Stock Option Grant:	Each Non-Employee Director who (i) has been serving on the Board for at least four months as of each meeting of the Company’s stockholders on or after the Effective Date(each, an “Annual Meeting”) and (ii) will continue to serve as a Non- Employee Director immediately following such meeting, shall be granted Awards under the Plan or any other applicable Company equity incentive plan then-maintained by the Company having an aggregate grant date fair value (disregarding forfeitures) equal to $400,000 (the “Annual Grant”). The Annual Grant shall be composed of a mix of an Option and Award of RSUs as follows: (i) 50% of the Annual Grant shall be an Option (the “Annual Option”) to purchase that number of shares of Common Stock calculated by dividing (x) $200,000 by (y) the per share grant date fair value of the Option, rounded down; and (ii) 50% of the Initial Grant shall be an Award of that number of RSUs (the “Annual RSUs”) calculated by dividing (x) $200,000 by (y) Fair Market Value as of the date of grant, rounded down. The grant date fair value of the Annual Option shall be calculated based on Fair Market Value as of the date of grant and using assumptions published in the Company’s most recent periodic report with such information as of the date of grant.


	The Annual Grant will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant, subject to the Non-Employee Director continuing in service on the Board through such vesting date.


Date: May 7, 2024	By:	/s/ Joshua Pinto, Ph.D.
		Joshua Pinto, Ph.D.
		Chief Financial Officer
		(Principal Financial Officer)