Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto and the related Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on March 3, 2025. This discussion and analysis contains forward-looking statements based upon current beliefs, plans, and expectations related to future events and our future performance that involves risks, uncertainties, and assumptions, such as statements regarding our intentions, plans, objectives, and expectations for our business. Our actual results and the timing of selected events could differ materially from those discussed in the forward-looking statements as a result of several factors including those set forth in the section titled "Risk Factors." See also the section titled "Special Note Regarding Forward-Looking Statements".

Overview

We are 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 and centrally mediated diseases are developed. The Company's therapeutic pipeline currently consists of programs that target novel mechanisms of action for a broad range of underserved, prevalent, diseases. The Company is advancing a Phase 3 program for navacaprant , a novel once-daily oral kappa opioid receptor ("KOR") antagonist that is being developed for the treatment of major depressive disorder ("MDD"), which the Company believes has the potential to provide significant advantages relative to the standard of care, if approved. The Company is also advancing a Phase 1b signal-seeking study with NMRA-511, a highly selective, novel antagonist of the vasopressin 1a receptor ("V1aR") being developed for the treatment of agitation associated with dementia due to Alzheimer's disease ("AD"). Beyond navacaprant and NMRA-511, Neumora is advancing Phase 1 single-ascending dose/multiple-ascending dose ("SAD/MAD") studies of NMRA-861 and NMRA-898, novel M4 PAMs with potential best-in-class pharmacology. With NMRA-861 and NMRA-898 now in the clinic, Neumora is no longer advancing the development of its other M4 PAM NMRA-266. Additionally, Neumora is developing NMRA-215, a potentially best-in-class, highly brain-penetrant, oral NLRP3 inhibitor for the treatment of obesity. The Company expects to initiate a Phase 1 study with NMRA-215 in the first quarter of 2026 and to report human proof of concept data in 2026.

Our current pipeline is shown in the table below.

ALS = Amyotrophic lateral sclerosis; CK1δ= Casein Kinase I Isoform delta; GCase = Glucocerebrosidase; KOR = kappa opioid receptor; M4R = Muscarinic Acetylcholine Receptor M4; NLRP3 = Nucleotide-binding Domain, Leucine-rich-containing Family, Pyrin Domain-containing-3; V1aR = Vasopressin 1a Receptor.

We were incorporated in November 2019 and commenced operations thereafter. To date, we have focused primarily on building our organization, acquiring technologies and companies, developing our precision neuroscience approach, identifying and developing potential product candidates, executing clinical and preclinical studies, organizing and staffing our company, business planning, establishing our intellectual property portfolio, raising capital and providing general and administrative support for these operations. We do not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings, and receive approvals from the applicable regulatory bodies for such product candidates, if ever.

Acquisitions of Assets

We have completed various acquisitions. For details regarding our acquisitions, see Note 7 - Acquisitions of Assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Strategic License and Research and Collaboration Agreements

We have assumed license arrangements with certain third parties as a result of our acquisitions and have entered into several additional license, research and collaboration agreements with various parties. For details regarding these agreements, see Note 9 -Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Contingent Consideration

BlackThorn Contingent Consideration

Pursuant to the terms of the BlackThorn Merger Agreement, we are required to pay the former stockholders of BlackThorn contingent consideration (i) with respect to navacaprant, in the form of development and regulatory approval milestones of up to an aggregate amount of $365.0 million, which includes a milestone payment that became due and was paid in the fourth quarter of 2023 upon dosing the first patient in the Phase 3 clinical trial for navacaprant, and sales-based milestones of up to an aggregate amount of $450.0 million and (ii) with respect to NMRA-511, in the form of development and regulatory approval milestones of up to an aggregate amount of $100.0 million, and sales-based milestones of up to an aggregate amount of $100.0 million ("BlackThorn Milestones"). At our sole discretion, the BlackThorn Milestone payments may be settled in cash or shares of our common stock, or a combination of both, subject to the provisions of the BlackThorn Merger Agreement, other than one development milestone in the amount of $10.0 million, which must be settled in cash. In December 2023, we issued 6,072,445 shares of common stock based on the volume weighted average price per share prior to the date the milestone was met and paid $2.3 million in cash in satisfaction of the Phase 3 navacaprant milestone to the former stockholders of BlackThorn and participants in the carveout plan. As of September 30, 2025, none of the other BlackThorn Milestones have been achieved and no such related amounts were deemed due or payable.

Vanderbilt Contingent Consideration

Pursuant to the terms of the Vanderbilt License Agreement, we are required to pay Vanderbilt contingent consideration payable in cash up to an aggregate of $42.4 million upon the achievement of specified development milestones and up to an aggregate of $380.0 million upon the achievement of commercial milestone events as well as tiered royalties at mid-single digit percentages on potential future net sales. We achieved a $2.0 million development milestone in October 2023, which was paid in cash in November 2023. Additionally, in July 2025, we achieved and settled in cash a $5.0 million development milestone. As of September 30, 2025, none of the other Vanderbilt milestones have been achieved and no such related amounts were deemed due or payable.

Components of Operating Results

Operating Expenses

Research and Development

Research and development expenses consist of external and internal expenses, and primarily relate to our discovery efforts and development of our precision neuroscience approach, programs, and product candidates. External research and development expenses include, among others, amounts incurred with contract research organizations ("CROs"), contract manufacturing organizations ("CMOs"), preclinical testing organizations and other vendors that conduct research and development activities on our behalf. Internal research and development expenses include, among others, personnel-related costs, including salaries, benefits and stock-based compensation for employees engaged in research and development functions, laboratory supplies and other non-capital equipment utilized for in-house research, software development costs and allocated expenses including facilities costs and depreciation and amortization.

Because we are working on multiple research and development programs at any one time, we track our external expenses by the stage of program, clinical or preclinical. However, our internal expenses, including unallocated costs, employees and infrastructure are not directly tied to any one program and are deployed across multiple programs. As such, we do not track internal expenses on a specific program basis.

We expense research and development costs as incurred. Amounts recorded for external goods or services incurred for research and development activities that have not yet been invoiced are included in accrued liabilities in our consolidated balance sheets and often represent estimates. We estimate accrued expenses and the related research and development expense based on the level of services performed but not yet invoiced pursuant to agreements established with our service providers, according to the progress of preclinical studies, clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and service. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our consolidated financial statements as prepaid expenses or other current assets or accrued liabilities. Nonrefundable advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered.

We expect to continue to incur significant research and development expenses for the foreseeable future as we further develop our precision neuroscience approach and advance our programs and product candidates through clinical development and pursue regulatory approval of our product candidates. The process of conducting the necessary clinical and preclinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result of the uncertainties discussed below, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

Our research and development expenses may vary significantly based on factors such as:

A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and future clinical trials.

General and Administrative

General and administrative expenses include, among others, personnel-related costs, including salaries, benefits, and stock-based compensation for our employees in executive, finance, and other administrative functions, legal fees, professional fees incurred for accounting, audit, and tax services, recruiting costs, and other allocated expenses, including facilities costs and depreciation and amortization not included in research and development expenses. Legal fees are included within general and administrative expenses and are related to corporate and intellectual property related matters.

We expect our general and administrative expenses to increase substantially in the foreseeable future as we continue to support our research and development activities, grow our business and, if any of our product candidates receive marketing approval, commence commercialization activities. We will also continue to incur additional expenses associated with operating as a public company, including increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and standards applicable to public companies, additional insurance expenses, investor relations activities and other administrative and professional services.

Other Income (Expense)

Interest Income

Interest income consists of interest earned on our cash equivalents and marketable securities and interest expense related to our Loan Agreement.

Interest Expense

Interest expense consists of interest expense related to our Loan Agreement, as well as amortization of debt discount and debt issuance costs.

Results of Operations

For the Three Months Ended September 30, 2025 and 2024

The following table summarizes our result of operations for the periods presented:

Research and Development Expenses

The following table summarizes our research and development expenses by program for the periods presented:

Research and development expenses decreased by $20.1 million, or 33%, to $40.5 million for the three months ended September 30, 2025, from $60.6 million for the three months ended September 30, 2024.

Direct external program expenses decreased $3.4 million primarily driven by:

Internal and unallocated expenses decreased $16.7 million, which were primarily due to:

General and Administrative Expenses

General and administrative expenses decreased by $3.8 million, or 24%, to $12.2 million for the three months ended September 30, 2025, from $16.0 million for the three months ended September 30, 2024 primarily due to decreased consulting and personnel related costs.

Acquired In-Process Research and Development Expenses

Acquired in-process research and development expenses of $5.0 million for three months ended September 30, 2025 was related to the achievement of a Phase 1 development milestone under the Vanderbilt License Agreement.

Interest Income

Interest income decreased by $2.5 million to $1.7 million for the three months ended September 30, 2025 from $4.2 million for the three months ended September 30, 2024, which was attributable to less interest earned on our lower balances in cash equivalents and marketable securities.

Interest Expense

Interest expense of $0.8 million for the three months ended September 30, 2025 consisted of interest expense related to our Loan Agreement, as well as amortization of debt discount and debt issuance costs.

Results of Operations

For the Nine Months Ended September 30, 2025 and 2024

The following table summarizes our result of operations for the periods presented:

Research and Development Expenses

The following table summarizes our research and development expenses by program for the periods presented:

Research and development expenses decreased by $23.6 million, or 15%, to $131.4 million for the nine months ended September 30, 2025, from $155.0 million for the nine months ended September 30, 2024.

Direct external program expenses declined by $6.3 million, primarily due to:

Internal and unallocated expenses decreased $17.3 million, mainly due to:

General and Administrative Expenses

General and administrative ("G&A") expenses increased by $0.8 million, or 2%, to $46.3 million for the nine months ended September 30, 2025 from $45.5 million for the nine months ended September 30, 2024. The increase was primarily attributable to higher personnel-related costs, including severance pay and one time bonus payments for key executives of $2.0 million.

Acquired In-Process Research and Development Expenses

Acquired in-process research and development expenses of $5.0 million for nine months ended September 30, 2025 was related to the achievement of a Phase 1 development milestone under the Vanderbilt License Agreement.

Interest Income

Interest income decreased by $8.8 million, or 56%, to $7.0 million for the nine months ended September 30, 2025 from $15.8 million for the nine months ended September 30, 2024, which was attributable to less interest earned on our lower balances in cash equivalents and marketable securities.

Interest Expense

Interest expense of $1.2 million for the nine months ended September 30, 2025 consisted of interest expense related to our Loan Agreement, as well as amortization of debt discount and debt issuance costs.

Liquidity and Capital Resources

Sources of Liquidity

As of September 30, 2025, we had $171.5 million of cash, cash equivalents and marketable securities. Prior to our IPO we primarily funded our operations with the net proceeds from the sale and issuance of our convertible preferred stock and convertible promissory notes and raised gross cash proceeds of over $600 million including from the sale of convertible preferred stock, borrowings pursuant to convertible promissory notes and cash acquired in our acquisitions of assets. In September, 2023, we completed our IPO pursuant to which we issued and sold an aggregate of 14,710,000 shares of common stock at a price to the public of $17.00 per share. We received aggregate net proceeds of $226.5 million after deducting underwriting discounts and commissions of $17.5 million and other offering expenses of $6.0 million. Since our IPO, in October 2024 we entered into a sales agreement with Leerink to sell shares of our common stock, from time to time, with aggregate gross sales proceeds of up to $300.0 million, through an at-the-market equity offering program ("ATM") with Leerink as the sales agent. We received aggregate net proceeds of $13.7 million under the ATM after deducting commissions and offering expenses of $0.8 million during the year ended December 31, 2024. There were no sales under the ATM during the nine months ended September 30, 2025. On May 9, 2025 (the "Closing Date") we entered into a loan and security agreement (the "Loan Agreement") with K2 HealthVentures LLC ("K2HV") that provides up to $125.0 million principal in term loans over four tranches. The first tranche consists of up to $40.0 million with $20.0 million funded on the Closing Date and an option for an additional $20.0 million at our request through December 31, 2025, which was funded on November 4, 2025. On November 4, 2025, we entered into a First Amendment to the Loan Agreement, which among other things, provides for availability under the fourth tranche term loan equal to $20.0 million, which was funded on November 4, 2025.

Since our inception, we have not generated any revenue from the sale of products and we have incurred significant net losses, which are primarily attributable to acquired intangible in-process research and development intangible asset ("IPR&D") costs pursuant to our acquisitions, which occurred in 2020 and were accounted for as an acquisition of assets, and negative cash flows from operations. Our primary use of our capital resources is to fund our operating expenses, which consist primarily of expenditures related to identifying, acquiring, developing, and in-licensing our precision neuroscience approach, programs, and product candidates, and conducting preclinical studies and clinical trials, and to a lesser extent, general and administrative expenditures. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. As of September 30, 2025, we had an accumulated deficit of $1,124.7 million.

Future Funding Requirements

We expect our expenses and operating losses will increase substantially over the foreseeable future as we continue our research and development efforts, advance our product candidates through clinical and preclinical development, enhance our precision neuroscience approach and programs, expand our product pipeline, seek regulatory approval, prepare for commercialization, as well as hire additional personnel and protect our intellectual property. Furthermore, since our IPO, we have incurred and will continue to incur additional costs associated with being a public company. Our net losses may fluctuate significantly from period to period, depending on the factors described below. We are subject to the risks typically related to the development of new products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The expected increase in expenses will be driven in large part by our ongoing activities, and our future capital requirements will depend on many factors, including:

Based upon our current operating plan, we believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements through at least the next 12 months following the issuance of the condensed consolidated financial statements. However, we anticipate that we will need to raise additional financing in the future to fund our operations and pursue our long-term business plan, including the development and commercialization of our product candidates, if approved. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. We may also raise additional financing on an opportunistic basis in the future. We expect to continue to expend significant resources for the foreseeable future.

To complete the development and commercialization of our product candidates, if approved, we will require substantial additional funding. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our

operations through public or private equity offerings or debt financings or other capital sources, which may include strategic collaborations or other arrangements with third parties, or other sources of financing. We may not be able to raise additional capital on terms acceptable to us or at all. If we are unable to raise additional capital on acceptable terms when needed, our business, results of operations, and financial condition would be adversely affected. The amount and timing of our future funding requirements will depend on many factors including the successful advancement of our precision neuroscience approach, programs, and product candidates. Our ability to raise additional funds may also be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2025was $158.5 million, which consisted of a net loss of $177.5 million and a change in our net operating assets and liabilities of $3.6 million, partially offset by noncash charges of $22.6 million. The change in our net operating assets and liabilities primarily resulted from a decrease in accounts payable of $2.8 million due to the timing of our accounts payable, a decrease in current operating lease liabilities of $1.8 million due to the June 2025 expiration of an office and lab lease agreement, an increase in prepaid expenses of $0.8 million primarily due to deferred debt issuance costs related to the term loan with K2HV, and an increase in accrued liabilities of $0.2 million primarily related to our clinical programs. The noncash charges primarily consisted of $22.5 million of stock-based compensation, $1.8 million of noncash operating lease expense, partially offset by $2.8 million on of net accretion of discounts on marketable securities.

Net cash used in operating activities for the nine months ended September 30, 2024 was $132.6 million, which consisted of a net loss of $185.0 million, partially offset by a change in our net operating assets and liabilities of $24.0 million and noncash charges of $28.4 million. The change in our net operating assets and liabilities primarily resulted from a decrease of $15.3 million in prepaid expenses and other current assets related to our clinical programs and the Amgen Collaboration Agreement, an increase of $5.4 million and $5.8 million in accrued liabilities and accounts payable, respectively, primarily related to our clinical programs and timing of our accounts payable, partially offset by a decrease in operating lease liabilities of $2.5 million. The noncash charges primarily consisted of $30.1 million of stock-based compensation, $2.4 million of noncash operating lease expense, partially offset by $4.6 million of net accretion of discounts on marketable securities.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2025 was $125.9 million, which primarily consisted of $208.6 million in proceeds from maturities of marketable securities, partially offset by $82.9 million in purchases of marketable securities.

Net cash used in investing activities for the nine months ended September 30, 2024 was $28.2 million, which primarily consisted of $205.3 million in purchases of marketable securities, partially offset by $234.3 million in proceeds from sales and maturities of marketable securities.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was $18.3 million, which primarily consisted of the net proceeds from the term loan with K2HV.

Net cash provided by financing activities for the nine months ended September 30, 2024 was $6.0 million, which consisted of proceeds from the exercise of stock options.

Contractual Obligations and Other Commitments

As of September 30, 2025, our contractual obligations and commitments relate primarily to our Loan Agreement with K2HV under which we had borrowed $20.0 million. Subsequent to September 30, 2025, we entered into an amendment to the Loan
Agreement with K2HV pursuant to which we borrowed an additional $40.0 million in the aggregate, as more fully described
in Note 15 - Subsequent Event to our condensed consolidated financial statements. The term loan matures on May 1, 2029, and we are obligated to make interest only payments until June 1, 2028. Additional information about the Loan Agreement and our commitments under it can be found in Note 5 - Debt to our condensed consolidated financial statements.

In June 2025, we entered into a new operating lease for office space located in Massachusetts with a noncancellable lease term expiring in August 2027.

We have entered into a number of acquisitions of assets that are summarized in Note 7 - Acquisitions of Assets to our condensed consolidated financial statements. As part of these acquisitions of assets, we are obligated to pay cash and/or stock for future contingent payments that are dependent upon future events, and in some cases, vesting by the recipient of the contingent payment, such as our achievement of certain development, regulatory, and commercial milestones. We have also assumed license arrangements with various third parties, primarily as a result of our acquisitions, and have entered into additional agreements that are summarized in Note 9 - Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements. In accordance with these agreements, we are obligated to pay, among other items, future contingent payments that are uncertain and dependent upon future events such as our achievement of certain development, regulatory, and commercial milestones royalties, and sublicensing revenue in the future, as applicable.

Critical Accounting Estimates

Our management's discussion and analysis of the financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP"). The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Our estimates are based on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting estimates from those described under in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" included in our 2024 Annual Report on Form 10-K filed with the SEC on March 3, 2025.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

JOBS Act Accounting Smaller Reporting Company Elections

We were an "emerging growth company," as defined in the JOBS Act until December 31, 2024. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies.

We elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the date we lost emerging growth company status. As a result, our condensed consolidated financial statements may or may not be comparable to companies that comply with new or revised accounting pronouncements as of public companies' effective dates.

We were also a "smaller reporting company," as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act") until December 31, 2024.