false 0001885522 0001885522 2024-06-13 2024-06-13





Washington, D.C. 20549







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




(Exact name of registrant as specified in its charter)




Delaware   001-41802   84-4367680

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)


490 Arsenal Way, Suite 200

Watertown, Massachusetts

(Address of principal executive offices)   (Zip Code)

(857) 760-0900

(Registrant’s telephone number, including area code)


(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




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:



   Votes For      Votes Withheld      Broker

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



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.


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.


Date: June 14, 2024     By:  

/s/ Joshua Pinto, Ph.D.

      Joshua Pinto, Ph.D.
      Chief Financial Officer