Neumora Therapeutics, Inc. Schedule 13G/A reports that K2 HealthVentures Equity Trust LLC and its managing members, Parag Shah and Anup Arora, may be deemed to beneficially own 5,790,453 shares of Common Stock as of March 31, 2026. These shares represent approximately 3.1% of the class based on 182,157,466 shares outstanding as of March 31, 2026 plus the 5,790,453 conversion shares added under Rule 13d-3(d)(1)(i). The disclosed position reflects conversion rights under a Loan and Security Agreement and an amendment; K2HV Equity may acquire the shares within 60 days upon conversion of outstanding debt obligations.
Positive
None.
Negative
None.
Insights
Disclosure clarifies potential overhang of conversion rights equal to 3.1% of the class.
The filing states K2HV Equity holds conversion rights to 5,790,453 shares exercisable within 60 days under the Loan and Security Agreement and its amendment. The reporting aggregates these Conversion Shares with the issuer ount of 182,157,466 outstanding to compute a 3.1% stake.
Cashflow treatment and any planned sales by K2HV Equity are not disclosed in the excerpt; subsequent filings would show whether conversion is exercised and any market activity.
Statement attributes direct beneficial ownership to K2HV Equity and indirect ownership to its managers.
The Schedule 13G/A reports K2HV Equity as the direct beneficial owner of the Conversion Shares and identifies Parag Shah and Anup Arora as managing members who may be deemed indirect owners. Conversion mechanics cite specific conversion prices: $0.8774 and $2.03, with a referenced $2.3906 comparator.
The filing follows Rule 13d-3(d)(1)(i) treatment by adding the convertible shares to the outstanding base for percentage calculation; no enforcement or settlement language appears in the excerpt.
Key Figures
Conversion shares:5,790,453 sharesShares outstanding:182,157,466 sharesReported ownership percentage:3.1%+3 more
6 metrics
Conversion shares5,790,453 sharesissuable upon conversion within 60 days
Shares outstanding182,157,466 sharesoutstanding as of March 31, 2026
Reported ownership percentage3.1%includes conversion shares per Rule 13d-3(d)(1)(i)
Original conversion price$0.8774 per shareOriginal Conversion Shares assumed conversion price
Amendment conversion price$2.03 per shareAmendment Conversion Shares conversion price as stated
Comparator price referenced$2.3906 per sharereferenced as a comparator in amendment language
Key Terms
Conversion Shares, Loan and Security Agreement, Rule 13d-3(d)(1)(i)
3 terms
Conversion Sharesfinancial
"an aggregate 5,790,453 shares of Common Stock K2HV Equity has the right to acquire"
Loan and Security Agreementlegal
"the Loan and Security Agreement, dated as of May 9, 2025, between the Issuer and K2HV Equity"
A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.
Rule 13d-3(d)(1)(i)regulatory
"have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i)"
What stake in Neumora (NMRA) does K2 HealthVentures report?
K2 HealthVentures reports beneficial ownership of 5,790,453 shares, representing approximately 3.1% of the class. The percentage uses 182,157,466 shares outstanding as of March 31, 2026 plus the conversion shares under Rule 13d-3(d)(1)(i).
How are the 5,790,453 shares derived in the filing?
The 5,790,453 shares are conversion rights under the Loan and Security Agreement and its amendment: 4,558,926 Original Conversion Shares and 1,231,527 Amendment Conversion Shares, exercisable within 60 days upon conversion of outstanding debt obligations.
What conversion prices are disclosed for the Conversion Shares?
The filing states Original Conversion Shares use a conversion price of $0.8774 per share and Amendment Conversion Shares a conversion price of $2.03; the $2.03 was compared to $2.3906 in the amendment language as the lesser or comparator price.
Do Parag Shah and Anup Arora directly own the shares reported?
The filing identifies K2HV Equity as the direct beneficial owner and states Parag Shah and Anup Arora are managing members who may be deemed to indirectly beneficially own the same shares through their roles with K2HV Equity.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Neumora Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
640979100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
640979100
1
Names of Reporting Persons
K2 HealthVentures Equity Trust LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,790,453.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,790,453.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,790,453.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
640979100
1
Names of Reporting Persons
Parag Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,790,453.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,790,453.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,790,453.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.1 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
640979100
1
Names of Reporting Persons
Anup Arora
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,790,453.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,790,453.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,790,453.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.1 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
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 an aggregate 5,790,453 shares of Common Stock K2HV Equity has the right to acquire within 60 days upon conversion of the remaining balance of the Issuer's outstanding debt obligations to K2HV Equity under the Loan and Security Agreement, dated as of May 9, 2025, between the Issuer and K2HV Equity, as amended by the First Amendment to Loan and Security Agreement, dated as of November 4, 2025, including (i) 4,558,926 shares of Common Stock that are issuable 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 "Original Conversion Shares"), and (ii) 1,231,527 shares of Common Stock that are issuable at a conversion price of $2.03 per share, which is, as of the date of this Statement on Schedule 13G, the lesser of (a) $2.3906 per share and (b) the lowest effective price per share in the Issuer's equity financing in Q1 2026 (the "Amendment Conversion Shares" and, together with the Original Conversion Shares, the "Conversion Shares"). For purposes of this Schedule 13G, we have assumed a conversion price of $0.8774 per share for the Original Conversion Shares and $2.03 for the Amendment Conversion Shares.
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of 5,790,453 shares of Common Stock. This amount consists of an aggregate 5,790,453 shares of Common Stock K2HV Equity has the right to acquire upon conversion of the Conversion Shares.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed the beneficial owner of approximately 3.1% of the shares of Common Stock outstanding.
The percentage set forth herein is calculated based on the sum of (i) 182,157,466 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2026, and (ii) an aggregate 5,790,453 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:
5,790,453
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,790,453
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
