SEC Filing - Neumora Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARCH Venture Partners X, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2023

3. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,310,358⁽¹⁾	I	By ARCH Venture Fund X, L.P.⁽²⁾⁽⁴⁾
Common Stock	5,310,358⁽¹⁾	I	By ARCH Venture Fund X Overage, L.P.⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	684,167⁽¹⁾	⁽⁵⁾	I	By ARCH Venture Fund VII, L.P.⁽⁶⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,144,973⁽¹⁾	⁽⁵⁾	I	By ARCH Venture Fund VIII Overage, L.P.⁽⁷⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	6,895,021⁽¹⁾	⁽⁵⁾	I	By ARCH Venture Fund X, L.P.⁽²⁾⁽⁴⁾
Series A-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	6,576,400⁽¹⁾	⁽⁵⁾	I	By ARCH Venture Fund X Overage, L.P.⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,124,143⁽¹⁾	⁽⁵⁾	I	By ARCH Venture Fund XII, L.P.⁽⁸⁾

1. Name and Address of Reporting Person^*

ARCH Venture Partners X, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund X, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners X, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund X Overage, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners X Overage, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund VII, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VIII, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund VIII Overage, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD , SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects a 1-for-7.8463 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement on September 8, 2023.

2. Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X.

3. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.

4. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. Each of AVP X LP, AVP X Overage LP, AVP X LLC and the AVP X Committee Members disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.

5. The shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.

6. Represents shares held directly by ARCH Venture Fund VII, L.P. (ARCH VII). ARCH Venture Partners VII, L.P. (AVP VII LP) is the sole general partner of ARCH VII, and ARCH Venture Partners VII, LLC (AVP VII LLC) is the sole general partner of AVP VII LP. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VII LLC (AVP VII LLC Managing Directors). AVP VII LP and AVP VII LLC may be deemed to beneficially own the shares held by ARCH VII, and each of the AVP VII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARCH VII. Each of AVP VII LP, AVP VII LLC and the AVP VII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.

7. Represents shares held directly by ARCH Venture Fund VIII Overage, L.P. (ARCH VIII Overage). ARCH Venture Partners VIII, LLC (AVP VIII LLC) is the general partner of ARCH VIII Overage. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VIII LLC (the AVP VIII LLC Managing Directors). AVP VIII LLC may be deemed to beneficially own the shares held by ARCH VIII Overage, and each of the AVP VIII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARCH VIII Overage. Each of AVP VIII LLC and the AVP VIII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.

8. Represents shares held directly by ARCH Venture Fund XII, L.P. (ARCH XII). ARCH Venture Partners XII, L.P. (AVP XII LP) is the general partner of ARCH XII. ARCH Venture Partners XII, LLC (AVP XII LLC) is the general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP XII LLC (the AVP XII LLC Committee Members). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks:

This Form 3 is filed jointly by ARCH X, AVP X LP, ARCH X Overage, AVP X Overage LP, AVP X LLC, ARCH VII, AVP VII LP, AVP VII LLC, ARCH VIII Overage, AVP VIII LLC, ARCH XII, AVP XII LP, AVP XII LLC, Robert Nelsen, Steven Gillis, Keith Crandell, Clinton Bybee (collectively, the "Reporting Persons"). Kristina Burow has direct ownership of Series A-1 Preferred Stock and is filing her own Form 3 separately. Exhibit 24 - Power of Attorney Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney Form 1 of 2.

	ARCH VENTURE FUND X, L.P.; By: ARCH Venture Partners X, L.P, Its: General Partner; By: ARCH Venture Partners X, LLC, Its: General Partner By: /s/ Mark McDonnell, attorney-in-fact	09/14/2023
	ARCH VENTURE FUND X OVERAGE, L.P.; By: ARCH Venture Partners X Overage, L.P., Its: General Partner By: ARCH Venture Partners X, LLC, Its: General Partner By: /s/ Mark McDonnell, attorney-in-fact	09/14/2023
	ARCH VENTURE FUND VII, L.P.; By: ARCH Venture Partners VII, L.P., Its: General Partner By: ARCH Venture Partners VII, LLC, Its: General Partner By: /s/ Mark McDonnell, attorney-in-fact	09/14/2023
	ARCH VENTURE FUND VIII OVERAGE, L.P.; By: ARCH Venture Partners VIII, LLC, Its General Partner By: /s/ Mark McDonnell, attorney-in-fact	09/14/2023
	ARCH VENTURE FUND XII, L.P.; By: ARCH Venture Partners XII, L.P., Its General Partner By: ARCH Venture Partners XII, LLC., Its General Partner By: /s/ Mark McDonnell, attorney-in-fact	09/14/2023
	Keith Crandell, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	09/14/2023
	Steven Gillis, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	09/14/2023
	Robert Nelsen, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	09/14/2023
	Clinton Bybee, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact	09/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                   Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a
direct or indirect general partner, director, officer or manager of any
partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes,
may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                                   ARCH VENTURE FUND X, L.P.

                                   By: ARCH Venture Partners X, L.P.
                                       its General Partner

                                       By: ARCH Venture Partners X, LLC
                                           its General Partner

                                           By: /s/Robert Nelsen
                                               ------------------------
                                               Managing Director

                                   ARCH VENTURE PARTNERS X, L.P.

                                   By: ARCH Venture Partners X, LLC
                                       its General Partner

                                       By: /s/ Robert Nelsen
                                           ---------------------------
                                           Managing Director

                                   ARCH VENTURE PARTNERS X, LLC

                                   By: /s/ Robert Nelsen
                                       -------------------------
                                       Managing Director

                                   /s/ Keith Crandell
                                   ----------------------
                                   Keith Crandell

                                   /s/Robert Nelsen
                                   ----------------------
                                   Robert Nelsen

                                   /s/Kristina Burow
                                   ----------------------
                                   Kristina Burow

                                   /s/ Steven Gillis
                                   ----------------------
                                   Steven Gillis

                                                                   Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a
direct or indirect general partner, director, officer or manager of any
partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes,
may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
29th day of January, 2021.

                                   ARCH VENTURE FUND X OVERAGE, L.P.

                                   By: ARCH Venture Partners X Overage, L.P.
                                       its General Partner

                                       By: ARCH Venture Partners X, LLC
                                           its General Partner

                                           By: /s/ Robert Nelsen
                                               ----------------------
                                               Managing Director

                                   ARCH VENTURE PARTNERS X OVERAGE, L.P.

                                   By: ARCH Venture Partners X, LLC
                                       its General Partner

                                   By: /s/ Robert Nelsen
                                       ------------------------
                                       Managing Director

                                   ARCH VENTURE PARTNERS X, LLC

                                   By: /s/ Robert Nelsen
                                       ------------------------
                                       Managing Director

                                   /s/ Keith Crandell
                                   ----------------------
                                   Keith Crandell

                                   /s/ Robert Nelsen
                                   ----------------------
                                   Robert Nelsen

                                   /s/ Kristina Burow
                                   ----------------------
                                   Kristina Burow

                                   /s/ Steven Gillis
                                   ---------------------
                                   Steven Gillis

                                                                   Exhibit 24.2

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a
direct or indirect general partner, director, officer or manager of any
partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes,
may lawfully do or cause to be done by virtue hereof. This power of attorney is
perpetual and shall survive the death, incapacity, dissolution or termination
of the undersigned.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
7th day of May, 2013.

                                   ARCH VENTURE FUND VII, L.P.

                                   By: ARCH Venture Partners VII, L.P.
                                       its General Partner

                                       By: ARCH Venture Partners VII, LLC
                                           its General Partner

                                           By: /s/ Keith Crandell
                                               --------------------------
                                               Managing Director

                                   ARCH VENTURE PARTNERS VII, L.P.

                                   By: ARCH Venture Partners VII, LLC
                                       its General Partner

                                       By: /s/ Keith Crandell
                                           --------------------------
                                           Managing Director

                                   ARCH VENTURE PARTNERS VII, LLC

                                   By: /s/ Keith Crandell
                                       -------------------------
                                       Managing Director

                                   /s/ Keith Crandell
                                   ------------------------
                                   Keith Crandell

                                   /s/ Robert Nelsen
                                  -------------------------
                                   Robert Nelsen

                                   /s/Clinton Bybee
                                   ------------------------
                                   Clinton Bybee

                                                                Exhibit 24.3

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a
direct or indirect general partner, director, officer or manager of any
partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes,
may lawfully do or cause to be done by virtue hereof. This Power of Attorney
shall remain in full force and effect with respect to each undersigned person
unless and until six months after such person is both no longer a Managing
Director of ARCH Venture Partners and no longer serving on the board of
directors of any portfolio company of any ARCH Venture Partners fund.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
26th day of July, 2017.

                                   ARCH VENTURE FUND VIII OVERAGE, L.P.

                                   By: ARCH Venture Partners VIII, LLC
                                       its General Partner

                                       By: /s/ Keith Crandell
                                           ---------------------------
                                           Managing Director

                                   ARCH VENTURE PARTNERS VIII, LLC

                                   By: /s/ Keith Crandell
                                       -------------------------
                                        Managing Director

                                                                   Exhibit 24.4

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-
fact, with full power of substitution, to sign any and all instruments,
certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a
direct or indirect general partner, director, officer or manager of any
partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes,
may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
19th day of April, 2022.

                                   ARCH VENTURE FUND XII, L.P.

                                   By: ARCH Venture Partners XII, L.P.
                                       its General Partner

                                       By: ARCH Venture Partners XII, LLC
                                           its General Partner

                                           By: /s/ Keith Crandell
                                               ------------------------
                                               Managing Director

                                   ARCH VENTURE PARTNERS XII, L.P.

                                   By: ARCH Venture Partners XII, LLC
                                       its General Partner

                                       By: /s/ Keith Crandell
                                           --------------------------
                                           Managing Director

                                   ARCH VENTURE PARTNERS XII, LLC

                                   By: /s/ Keith Crandell
                                       ----------------------
                                       Managing Director

                                   /s/ Keith Crandell
                                   ----------------------
                                   Keith Crandell

                                   /s/ Robert Nelsen
                                   -----------------------
                                   Robert Nelsen

                                   /s/ Kristina Burow
                                   -----------------------
                                   Kristina Burow

                                   /s/Steven Gillis
                                   -----------------------
                                   Steven Gillis