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Current Report · Items 1.01, 2.03, 2.05, 7.01, 8.01, 9.01 · 8-K

Neumora Therapeutics, Inc.

NMRANASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Costs Associated with Exit or Disposal Activities · Regulation FD Disclosure · Other Events

Item 1.01. Entry into a Material Definitive Agreement. On June 10, 2026, Neumora Therapeutics, Inc. (the “Company” or “Neumora”) as borrower, entered into a Third Amendment to the Loan and Security Agreement (the “Third Amendment”), with K2 HealthVentures LLC as a lender, and the lenders party thereto from time to time (collectively, “Lenders”, and each, a “Lender”), and K2 HealthVentures LLC, as…

Filed Jun 15, 2026Accepted Jun 15, 2026, 8:15 AM EDTCIK 1885522Accession 0001193125-26-270328
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Company context

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.

Current securities

Recent company filings

  1. 4 filingAug 21, 2026
  2. 4 filingAug 21, 2026
  3. 4 filingAug 21, 2026
  4. 144 filingAug 21, 2026
  5. 144 filingAug 20, 2026

Disclosure sections

Items 1.01, 2.03, 2.05, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On June 10, 2026, Neumora Therapeutics, Inc. (the “Company” or “Neumora”) as borrower, entered into a Third Amendment to the Loan and Security Agreement (the “Third Amendment”), with K2 HealthVentures LLC as a lender, and the lenders party thereto from time to time (collectively, “Lenders”, and each, a “Lender”), and K2 HealthVentures LLC, as administrative agent for Lenders. The Third Amendment modified the Company’s existing Loan Agreement and Security Agreement, originally dated as of May 9, 2025, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 4, 2025, and as further amended by that certain Second Amendment to Loan and Security Agreement dated as of December 10, 2025 (as amended, including by the Third Amendment, the “Loan Agreement”). The Third Amendment extended the interest-only period of the obligations under the Loan Agreement. If the second tranche of term loans is not funded, the term loans are interest-only through maturity. If the second tranche of term loans is funded, the Company is obligated to make interest-only payments through April 2029, followed by interest and principal payments for the remaining term, starting on May 1, 2029. The Third Amendment also amended the minimum liquidity covenant under the Loan Agreement. The minimum liquidity covenant becomes effective July 1, 2026. The applicable minimum liquidity requirement will depend on the Company’s achievement of specified operational milestones and/or its market capitalization and will be equal to (i) 50% of the outstanding obligations under the Loan Agreement, (ii) 110% of the outstanding obligations under the Loan Agreement, or (iii) waived in full (i.e., zero). The above description of the Third Amendment is a summary and is not complete. A copy of the Third Amendment will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2026, and the above summary is qualified by reference to the terms set forth in such exhibit.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The description set forth under Item 1.01 of this Form 8-K is incorporated by reference herein in its entirety.
Item 2.05Item 2.05 - Costs with Exit or Disposal
Item 2.05. Costs Associated with Exit or Disposal Activities. On June 12, 2026, in connection with the discontinuation of development of navacaprant described below, the Company implemented a reduction in force of approximately 35%, which it expects to complete in the second and third quarters of 2026. The Company expects the reduction in force to result in an annualized cost savings of approximately $10 million, partially offset by one-time restructuring costs of approximately $2 million to be incurred in the second quarter of 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On June 15, 2026, the Company announced that the Phase 3 KOASTAL-2 and -3 studies of navacaprant for the treatment of major depressive disorder (“MDD”) did not achieve statistical significance on the primary or key secondary endpoints and that the Company is discontinuing development of navacaprant. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 and in the press release attached hereto as Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Pipeline and Business Update The Company is focused on the following near-term anticipated potential milestones: NMRA-511 (V1a receptor antagonist, Alzheimer’s disease agitation): Complete multiple ascending dose cohort evaluating higher doses in healthy elderly volunteers in the fourth quarter of 2026. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Data from this study will inform dose selection for a Phase 2b dose ranging study that the Company plans to initiate by the end of 2026. NMRA-898 (M4 positive allosteric modulator, schizophrenia): report data from the ongoing Phase 1 study in the second half of 2026. NMRA-215 (NLRP3 inhibitor, obesity): Complete repeat 13-week rat toxicology study mid-2026 and provide a program update with its second quarter earnings release in August 2026. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Initiate clinical studies by year end 2026. ─────────────────────────────────────────────── Following the reduction in force described under Item 2.05 above, the Company expects its current cash and cash equivalents to provide runway into the third quarter of 2027. KOASTAL Summary Results The KOASTAL-2 and -3 studies enrolled 430 and 422 adult patients with MDD, respectively. The primary endpoint of both KOASTAL-2 and -3 was change from baseline (“CFB”) to week 6 on the Montgomery-Åsberg Depression Rating Scale (MADRS). In the KOASTAL-2 study patients treated with navacaprant 80 mg (n = 217) demonstrated a similar CFB to those treated with placebo (n = 213) [-12.2 vs -12.0; least-squares mean difference (“LSMD”) = -0.3; p = 0.813]. In the KOASTAL-3 study patients treated with navacaprant 80 mg (n = 212) demonstrated a numerically lower CFB than those treated with placebo (n = 210) [-10.1 vs -10.8; LSMD = 0.7; p = 0.480]. In patients enrolled after study optimizations, patients treated with navacaprant (n = 216) demonstrated a similar CFB to those treated with placebo (n = 210) [-12.1 vs -12.1; LSMD = 0.0; p = 0.976]. Navacaprant was shown to be safe and generally well-tolerated with a safety profile consistent with prior studies.
Filed exhibits (1)
EX-99.1 (by filename) d943192dex991.htm

EX-99.1 2 d943192dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Neumora Therapeutics Reports Data from Phase 3 KOASTAL Program and Provides Business and Pipeline Update Navacaprant did not achieve the primary endpoint in KOASTAL-2 or -3; Company to discontinue development of navacaprant Advancing potential best-in-class programs with NMRA-511 in Alzheimer’s disease agitation, NMRA-898 in schizophrenia and NMRA-215 in cardiometabolic disease Aligning organization to support initiation of multiple clinical studies, with cash runway into the third quarter of 2027 WATERTOWN, Mass., June 15, 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 that the Phase 3 KOASTAL-2 and -3 studies of navacaprant for the treatment of major depressive disorder (MDD) did not achieve statistical significance on the primary or key secondary endpoints. The Company is discontinuing development of navacaprant as it continues to focus on advancing the rest of its best-in-class clinical portfolio. “While w…

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