UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Neumora Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
640979 100
(CUSIP Number)
Mark McDonnell
ARCH Venture Management, LLC
8755 W. Higgins Road Suite 1025
Chicago,
IL 60631
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 2024
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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 control number.
CUSIP
No. 640979 100
|
13D |
Page
2 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund VII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
3 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund VIII Overage, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
4 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Fund X, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
5 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Fund X Overage, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
6 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Fund XII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
7 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners VII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
8 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners X, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
9 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners X Overage, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
10 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners XII, L.P.
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
WC
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
11 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners VII, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
12 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH Venture Partners VIII, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
13 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners X, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
14 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
ARCH
Venture Partners XII, LLC
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
15 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Robert Nelsen
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138 Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
16 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Keith Crandell
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,932,138
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
17 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Clinton
Bybee
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0 Shares
|
| |
8 |
|
SHARED
VOTING POWER
3,708,794
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
3,708,794
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,708,794
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
18 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Kristina Burow
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
46,973
Shares
|
| |
8 |
|
SHARED
VOTING POWER
31,932,138
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
46,973
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
31,932,138
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,979,111
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
19 of 32 Pages |
| 1 |
|
NAME
OF REPORTING PERSONS
Steven
Gillis
|
|
|
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
| 3 |
|
SEC
USE ONLY
|
|
|
| 4 |
|
SOURCE
OF FUNDS
AF
|
|
|
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
29,610,572
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
29,610,572
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,610,572
Shares
|
|
|
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 640979 100
|
13D |
Page
20 of 32 Pages |
| Item 1. | Security
and Issuer. |
This Amendment No. 2 (the “Amendment No. 2”) to the Schedule
13D filed on September 29, 2023 (the “Original 13D”), related to the Common Stock, $0.0001 par value per share (the “Common
Stock”), of Neumora Therapeutics, Inc. (the “Issuer”) having its principal executive office at 490 Arsenal Way, Suite
200, Watertown, Massachusetts, 02472.
| Item 2. | IDENTITY
AND BACKGROUND. |
| (a) | This statement is being filed by (1) ARCH Venture Fund VII, L.P. (“AVF
VII”), (2) ARCH Venture Partners VII, L.P. (“AVP VII”) which is the sole general partner of AVF VII, (3) ARCH Venture
Partners VII, LLC (“AVP VII LLC”) which is the sole general partner of AVP VII, (4) ARCH Venture Fund VIII Overage, L.P. (“AVF
VIII Overage”), (5) ARCH Venture Partners VIII, LLC (“AVP VIII LLC”) which is the sole general partner of AVF VIII Overage,
(6) ARCH Venture Fund X, L.P. (“AVF X”), (7) ARCH Venture Partners X, L.P. (“AVP X LP”) which is the sole general
partner of AVF X, (8) ARCH Venture Partners X, LLC (“AVP X LLC”) which is the sole general partner of AVP X LP and AVP X Overage
LP (defined below), (9) ARCH Venture Fund X Overage, L.P. (“AVF X Overage”), (10) ARCH Venture Partners X Overage, L.P. (“AVP
X Overage LP”), which is the sole general partner of AVF X Overage, (11) ARCH Venture Fund XII, L.P. (“AVF XII”), (12)
ARCH Venture Partners XII, L.P. (“AVP XII LP”) which is the sole general partner of AVF XII, (13) ARCH Venture Partners XII,
LLC (“AVP XII LLC”) which is the sole general partner of AVF XII, (13) Keith Crandell (“Crandell”), (14) Robert
Nelsen (“Nelsen”), (15) Clinton Bybee (“Bybee”, and together with Nelsen and Crandell, referred to individually
as a Managing Director or collectively as the “AVP VII Managing Directors”, “AVP VIII Managing Directors” or “Managing
Directors”, (16) Kristina Burow (“Burow”), and (17) Steven Gillis (“Gillis”, and together with Nelsen, Crandell
and Burow, referred to individually as “Committee Member” or collectively as either the “AVP X Investment Committee
Members” or the “AVP XII Investment Committee Members”). Each of the individuals and entities above shall
be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”. |
| (b) | The business address of each of the
Reporting Persons is 8755 West Higgins Road, Suite 1025, Chicago, IL, 60631. |
| (c) | The principal business of AVP VII is to act as the general partner of AVF
VII, the principal business of AVP VIII LLC is to act as the general partner of AVF VIII Overage, the principal business of AVP X LP is
to act as the general partner of AVF X, the principal business of AVP X Overage LP is to act as the general partner of AVF X Overage,
and the principal business of AVP XII is to act as the general partner of AVF XII. The principal business of AVP VII LLC is to act as
the general partner of AVP VII LP, the principal business of AVP X LLC is to act as the general partner of AVP X LP and AVF X Overage
LP, and the principal business of AVP XII LLC is to act as the general partner of AVP XII LP. The principal business of each of
the AVP VII Managing Directors and AVP VIII Managing Directors is to act as managing directors of AVP VII LLC and AVP VIII LLC, respectively,
and as managing directors or investment committee members of a number of affiliated partnerships with similar businesses. AVP X Investment
Committee Members and AVP XII Investment Committee Members act as investment committee members of AVP X LLC and AVP XII LLC, respectively,
and as managing directors or investment committee members of a number of affiliated partnerships with similar businesses. |
| (d) | During the five years prior to the date
hereof, none of the Reporting Persons has been convicted in a criminal proceeding. |
| (e) | During the five years prior to the date
hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction ending in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws. |
| (f) | Each of AVF VII, AVP VII, AVF VIII Overage, AVF X, AVP X LP, AVF X Overage,
AVP X Overage LP, AVF XII and AVP XII LP, are limited partnerships organized under the laws of the State of Delaware. Each of AVP VII
LLC, AVP VIII LLC, AVP X LLC and AVP XII LLC is a limited liability company organized under the laws of the State of Delaware. Each
Managing Director and/or Investment Committee Member is a US citizen. |
CUSIP
No. 640979 100
|
13D |
Page
21 of 32 Pages |
| Item
5. | INTEREST
OF SECURITIES OF THE ISSUER. |
| (a) | AVF
VII is the record owner of 1,387,228 shares of Common Stock (“AVF VII Record Shares”).
AVP VII, as the sole general partner of AVF VII, may be deemed to beneficially own the AVF
VII Record Shares. AVP VII LLC, as the sole general partner of AVP VII, may be deemed
to beneficially own the AVF VII Record Shares.
|
AVF VIII Overage is the record
owner of 2,321,566 shares of Common Stock (“AVF VIII Overage Record Shares”). AVP VIII LLC, as the sole general partner of
AVF VIII Overage, may be deemed to beneficially own the AVF VIII Overage Record Shares.
AVF X is the record owner of 12,205,379
shares of Common Stock (“AVF X Record Shares”). AVP X LP, as the sole general partner of AVF X LP, may be deemed to beneficially
own the AVF X Record Shares. AVP X LLC, as the sole general partner of AVP X LP, may be deemed to beneficially own the AVF X Record
Shares.
AVF X Overage is the record holder of 11,886,758 shares of Common Stock (“AVF X Overage Record Shares”). AVP X Overage
LP, as the sole general partner of AVF X Overage, may be deemed to beneficially own the AVF X Overage Record Shares. AVP X LLC,
as the sole general partner of AVP X Overage LP, may be deemed to beneficially own the AVF X Overage Record Shares.
AVF
XII is the record holder of 4,131,207 shares of Common Stock (“AVF XII Record Shares”). AVP XII LP, as the sole general
partner of AVF XII LP, may be deemed to beneficially own the AVF XII Record Shares. AVP XII LLC, as the sole general partner of
AVP XII LP, may be deemed to beneficially own the AVF XII Overage Record Shares.
By
virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each of the Managing
Directors and direct and indirect general partners of AVF VII and AVF VIII Overage may be deemed to share the power to direct the disposition
and vote of the AVF VII Record Shares and AVF VIII Overage Shares. By virtue of their relationship as affiliated entities who have overlapping
general partners and investment committee members, each of the Investment Committee Members and direct and indirect general partners
of AVF X, AVF X Overage and AVF XII may be deemed to share the power to direct AVF X Record Shares and AVF XII Record Shares (collectively
with AVF VII Record Shares and AVF VIII Overage Record Shares, the “Record Shares”). Burow and Gillis have a pecuniary
interest in AVP VII, and Burow has a pecuniary interest in AVP VIII LP and AVP VIII Overage LP, and while they do not have voting or
dispositive power over AVF VII Record Shares or AVF VIII Record Shares, these shares were included in the beneficial ownership reporting
for each.
Burow
is also the owner of 27,617 shares of common stock of the Issuer and is the holder of vested options to purchase 16,775 shares of Common
Stock and options to purchase 2,581 shares of Common Stock that will vest within 60 days of this Schedule 13D (“Burow Options”).
Each
Reporting Person disclaims beneficial ownership of the Record Shares except for the shares, if any, held of record by such Reporting
Person.
CUSIP
No. 640979 100
|
13D |
Page
22 of 32 Pages |
The
percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth
on Line 13 of such Reporting Person’s cover sheet. Such percentage (other than for Burow) was calculated based on the 161,561,064
shares of Common Stock reported by the Issuer to be outstanding on November 4, 2024 in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 12, 2024. For Burow, the Burow Options were included in the number of shares of Common Stock outstanding.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets. |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets. |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets.
|
| (c) | None of the Reporting Persons has effected any transaction in the Common
Stock during the last 60 days. This Amendment No. 2 is being filed voluntarily due to an issuance of securities by the Issuer as reported
on the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 12, 2024, which caused the percentage of outstanding
Common Stock of the Issuer deemed to be beneficial owned by the Reporting Persons to reduce by one percent or more. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, shares beneficially owned by any of the
Reporting Persons. |
| Item
6. | CONTRACTS,
ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
AVF VII, AVF VIII Overage, AVF X, AVF X Overage and AVF XII are parties
to that certain Amended and Restated Investors’ Rights Agreement, dated September 22, 2022, the “Investor Rights Agreement”),
which is attached as Exhibit 10.1 to the Issuer’s Form S-1 filed on August 25, 2023. Effective as of the closing of the Issuer’s
initial public offering, the covenants relating to delivery of financial statements and inspection rights set forth in Section 3 were
terminated and rights of first offer were terminated. Pursuant to the Investor Rights Agreement, AVF VII, AVF VIII Overage, AVF X, AVF
X Overage and AVF XII have certain registration rights with respect to its Common Stock. Specifically, the Issuer has granted demand,
piggyback and Form S-3 registration rights, which will terminate upon the earlier of (i) with respect to each stockholder, such date on
which all registrable shares held by such stockholder may immediately be sold during any three-month period pursuant to Rule 144 of the
Securities Act of 1933, as amended, (ii) the occurrence of a deemed liquidation event, as defined in the Issuer’s amended and restated
certificate of incorporation, as currently in effect, and (iii) the fifth anniversary of the IPO.
The foregoing description of the Investor Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Schedule 13D
and is incorporated herein by reference.
| Item 7. | Material
to be Filed as Exhibits. |
Exhibit
1 - Agreement of Joint Filing
Exhibit
2 - Agreement of Joint Filing
Exhibit
3 - Agreement of Joint Filing
Exhibit
4 - Agreement of Joint Filing
Exhibit 5 - Amended and Restated Investors’ Rights Agreement, dated September 22, 2022, as amended, by and among the Issuer and certain of its stockholders (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-274229), as filed with the Securities and Exchange Commission on August 25, 2023)
CUSIP
No. 640979 100
|
13D |
Page
23 of 32 Pages |
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22, 2024
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: *
Managing
Director
ARCH
Venture Partners VII, L.P.
By: ARCH Venture Partners VII,
LLC
its General
Partner
By: *
Managing
Director
ARCH VENTURE PARTNERS VII, LLC
By: *
Managing
Director
*
Clinton Bybee
*
Keith Crandell
*
Robert Nelsen
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
* This
Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.2 to the Form 3 relating to the beneficial
ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on September
14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
24 of 32 Pages |
EXHIBIT
1
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by
Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Neumora, Inc.
This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original.
Date: November 22, 2024
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: *
Managing
Director
ARCH
Venture Partners VII, L.P.
By: ARCH Venture Partners VII,
LLC
its General
Partner
By: *
Managing
Director
ARCH VENTURE PARTNERS VII, LLC
By: *
Managing
Director
*
Clinton Bybee
*
Keith Crandell
*
Robert Nelsen
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
* This Agreement of
Joint Filing was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.2 to the Form 3 relating to the
beneficial ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission
on September 14,2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
25 of 32 Pages |
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22, 2024
ARCH VENTURE
FUND VIII OVERAGE, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partners
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
VIII, LLC
By: *
Keith Crandell
Managing Director
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
* This
Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.3 to the Form 3 relating to the beneficial
ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities and Exchange Commission on September
14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
26 of 32 Pages |
EXHIBIT
2
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by
Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Neumora Therapeutics,
Inc.
This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original.
Date: November 22, 2024
ARCH VENTURE
FUND VIII OVERAGE, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partners
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
VIII, LLC
By: *
Keith Crandell
Managing Director
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
* This Agreement of Joint Filing was executed by Mark McDonnell pursuant
to a Power of Attorney filed as Exhibit 24.3 to the Form 3 relating to the beneficial ownership of shares of Neumora Therapeutics, Inc.
by the Reporting Persons filed with the Securities and Exchange Commission on September 14, 2023 and incorporated herein in its entirety
by reference.
CUSIP
No. 640979 100
|
13D |
Page
27 of 32 Pages |
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22, 2024
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: *
Robert Nelsen
Managing Director
ARCH VENTURE
PARTNERS X, L.P.
By: ARCH
Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS
X, LLC
By: *
Keith Crandell
Managing Director
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: *
Robert Nelsen
Managing Director
CUSIP
No. 640979 100
|
13D |
Page
28 of 32 Pages |
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:
*
Robert Nelsen
Managing Director
ARCH VENTURE
PARTNERS X OVERAGE, L.P.
By: ARCH
Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS
X, LLC
By: *
Robert
Nelsen
Managing
Director
*
Keith Crandell
*
Clinton
Bybee
*
Robert Nelsen
* By: /s/
Mark McDonnell
Mark
McDonnell
Attorney-in-Fact
* This
Schedule 13D was executed by Mark McDonnell pursuant to Powers of Attorney filed as Exhibit 24 and 24.1 to the Form 3 relating to the
beneficial ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on
September 14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
29 of 32 Pages |
EXHIBIT
3
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing
the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common
Stock of Neumora Therapeutics, Inc.
This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original.
Date: November 22, 2024
ARCH VENTURE
FUND X, L.P.
By: ARCH
Venture Partners IX L.P.
its General Partner
By: ARCH
Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE
PARTNERS X, L.P.
By: ARCH
Venture Partners X, LLC
its General Partner
By: *
Robert Nelsen
Managing Director
ARCH VENTURE PARTNERS
X, LLC
By: *
Robert Nelsen
Managing Director
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:
*
Robert Nelsen
Managing Director
ARCH VENTURE
PARTNERS X OVERAGE, L.P.
By: ARCH
Venture Partners X, LLC
its General Partner
By:
*
Robert Nelsen
Managing Director
CUSIP
No. 640979 100
|
13D |
Page
30 of 32 Pages |
ARCH VENTURE PARTNERS
X, LLC
By: *
Robert Nelsen
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina
Burow
*
Steven Gillis
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
*
This Agreement of Joint Filing was executed by Mark McDonnell pursuant to a Powers of Attorney filed as Exhibit 24 and 24.1 to the Form
3 relating to the beneficial ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange
Commission on September 14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
31 of 32 Pages |
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22, 2024
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: *
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS XII, L.P.
By: ARCH
Venture Partners XII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
XII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina
Burow
*
Steven Gillis
* By: /s/
Mark McDonnell
Mark
McDonnell
Attorney-in-Fact
* This
Schedule 13D was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.4 to the Form 3 relating to the beneficial
ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission on September
14, 2023 and incorporated herein in its entirety by reference.
CUSIP
No. 640979 100
|
13D |
Page
32 of 32 Pages |
EXHIBIT
4
AGREEMENT
OF JOINT FILING
Pursuant to Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by
Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Neumora Therapeutics,
Inc.
This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original.
Date: November 22, 2024
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: *
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS XII, L.P.
By: ARCH
Venture Partners XII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
XII, LLC
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
XII, LLC
By:
*
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Kristina
Burow
*
Steven Gillis
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
*
This Agreement of Joint Filing was executed by Mark McDonnell pursuant to a Power of Attorney filed as Exhibit 24.4 to the Form 3 relating
to the beneficial ownership of shares of Neumora Therapeutics, Inc. by the Reporting Persons filed with the Securities Exchange Commission
on September 14, 2023 and incorporated herein in its entirety by reference.
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