| Item 1. | |
| (a) | Name of issuer:
Neumora Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
260 Arsenal Place, Suite 1, Watertown, Massachusetts, 02472 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i. K2 HealthVentures Equity Trust LLC ("K2HV Equity");
ii. Parag Shah ("Mr. Shah"); and
iii. Anup Arora ("Mr. Arora").
This Statement on Schedule 13G relates to shares of Common Stock K2HV Equity has the right to acquire within 60 days upon conversion of up to $10,000,000 of outstanding principal of the Issuer's outstanding debt obligations to K2HV Equity under a loan and security agreement the Issuer and K2HV Equity entered into on May 9, 2025, at a conversion price of the lesser of $0.8774 per share and the lowest effective price per share of the Issuer's next equity financing (the "Conversion Shares"). For purposes of this Schedule 13G, we have assumed a conversion price of $0.8774 per share, which results in the Reporting Persons beneficially owning approximately 11,397,310 shares of Common Stock
K2HV Equity is an investment vehicle for holding equity securities and may be deemed to directly beneficially own the shares of Common Stock that it has the right to acquire upon conversion of the Conversion Shares, as reported herein. Mr. Shah and Mr. Arora serve as the managing members of K2HV Equity and, in such capacities, may be deemed to indirectly beneficially own the shares of Common Stock that K2HV Equity directly beneficially owns. |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is: 855 Boylston Street, 10th Floor, Boston, MA 02116. |
| (c) | Citizenship:
K2HV Equity is a Delaware limited liability company. Each of Mr. Shah and Mr. Arora is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
640979100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of May 9, 2025 and the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 11,397,310 shares of Common Stock, which consist entirely of shares of Common Stock K2HV Equity has the right to acquire upon conversion of the Conversion Shares. |
| (b) | Percent of class:
As of May 9, 2025 and the date hereof, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.6% of the shares of Common Stock outstanding.
The percentage set forth herein is calculated based on the sum of (i) 161,747,922 shares of Common Stock outstanding as of May 5, 2025 and 161,945,427 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuer's quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2025 and August 6, 2025, respectively, and (ii) 11,397,310 shares of Common Stock that are issuable to K2HV Equity within 60 days upon conversion of the Conversion Shares, which Conversion Shares have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
11,397,310
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
11,397,310
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)