Form 8-K - Current report

NEUMORA THERAPEUTICS, INC.

Date: June 14, 2024

/s/ Joshua Pinto, Ph.D.

Joshua Pinto, Ph.D.

Chief Financial Officer

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): June 13, 2024

NEUMORA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41802

84-4367680

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

490 Arsenal Way, Suite 200

Watertown, Massachusetts

02472

(Address of principal executive offices)

(Zip Code)

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

NMRA

The Nasdaq Global Select Market

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 5.07

Submission of Matters to a Vote of Security Holders.

On June 13, 2024, Neumora Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two 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 25, 2024. Only stockholders of record as of the close of business on April 15, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 159,452,584 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 I directors to hold office until the 2027 annual meeting of stockholders or until their respective successor is elected. The results of the vote were as follows:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Henry O. Gosebruch		88,190,874		2,313,739		12,544,469
Kristina Burow		87,022,169		3,482,444		12,544,469

Proposal 2. The ratification of the selection by the audit committee of the board of directors of the Company of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. The results of the vote were as follows:


Votes For	Votes Against	Abstentions
102,921,992	123,868	3,222

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.

Document and Entity Information	Jun. 13, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001885522
Document Type	8-K
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	NEUMORA THERAPEUTICS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-41802
Entity Tax Identification Number	84-4367680
Entity Address, Address Line One	490 Arsenal Way
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Watertown
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02472
City Area Code	(857)
Local Phone Number	760-0900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	NMRA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false