K2 HealthVentures Equity Trust LLC and its managing members Parag Shah and Anup Arora report a 5.01% beneficial ownership stake in Neumora Therapeutics, Inc. common stock as of December 31, 2025. They may be deemed to beneficially own 8,997,035 shares in total.
This consists of 1,055,899 shares held directly by K2 HealthVentures Equity Trust and 7,941,136 additional shares that the trust has the right to acquire within 60 days through conversion of the issuer’s outstanding debt. These conversion rights arise under a Loan and Security Agreement originally dated May 9, 2025 and later amended.
All 8,997,035 shares are reported with shared voting and shared dispositive power, and no sole voting or dispositive power. The filers certify the securities were not acquired and are not held for the purpose of changing or influencing control of Neumora Therapeutics.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Neumora Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
640979100
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
8,997,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,997,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,997,035.00
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)
5.01 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
8,997,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,997,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,997,035.00
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)
5.01 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
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
8,997,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,997,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,997,035.00
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)
5.01 %
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 1,055,899 shares of Common Stock held directly by K2HV Equity and an aggregate 7,941,136 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) 6,895,374 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) 1,045,762 shares of Common Stock that are issuable at a conversion price of $2.3906 per share (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.
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 holds directly and 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 December 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of 8,997,035 shares of Common Stock. This amount consists of (i) 1,055,899 shares of Common Stock directly held by K2HV Equity and (ii) an aggregate 7,941,136 shares of Common Stock K2HV Equity has the right to acquire upon conversion of the Conversion Shares.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.01% of the shares of Common Stock outstanding.
The percentage set forth herein is calculated based on the sum of (i) 167,089,114 shares of Common Stock outstanding as of November 1, 2025, as reported in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2025, (ii) 2,849,327 shares of Common Stock that became outstanding following K2HV Equity's conversion of Original Conversion Shares on November 20, 2025, (iii) 1,652,609 shares of Common Stock that became outstanding following K2HV Equity's conversion of Original Conversion Shares on December 11, 2025, and (iv) an aggregate 7,941,136 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:
8,997,035
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,997,035
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
What ownership stake in Neumora Therapeutics (NMRA) is reported in this Schedule 13G/A?
The filing reports that the group beneficially owns approximately 5.01% of Neumora Therapeutics’ common stock as of December 31, 2025. This percentage is based on outstanding shares plus those issuable within 60 days under the conversion rights described.
How many Neumora Therapeutics (NMRA) shares are beneficially owned by the reporting persons?
The reporting persons may be deemed to beneficially own 8,997,035 shares of Neumora Therapeutics common stock. This includes 1,055,899 shares held directly and 7,941,136 additional shares that K2 HealthVentures Equity Trust can acquire within 60 days through debt conversion.
Who are the reporting persons in this Neumora Therapeutics (NMRA) Schedule 13G/A?
The Schedule 13G/A is filed on behalf of K2 HealthVentures Equity Trust LLC, Parag Shah, and Anup Arora. Shah and Arora serve as managing members of K2 HealthVentures Equity Trust and may be deemed to indirectly beneficially own the shares held or acquirable by the trust.
How are the Neumora Therapeutics (NMRA) shares held or acquirable by K2 HealthVentures structured?
K2 HealthVentures Equity Trust directly holds 1,055,899 shares of common stock and has rights to acquire 7,941,136 additional shares within 60 days. These arise from conversion features tied to Neumora’s outstanding debt under a Loan and Security Agreement and its amendment.
What voting and dispositive power do the reporting persons have over Neumora Therapeutics (NMRA) shares?
The filing states the reporting persons have shared voting power over 8,997,035 shares and shared dispositive power over 8,997,035 shares, with no sole voting or dispositive power. This reflects joint authority over how these shares are voted and potentially sold or transferred.
Are the Neumora Therapeutics (NMRA) securities held to influence control of the company?
The certifying language states the securities were not acquired and are not held for the purpose of changing or influencing control of Neumora Therapeutics. They also are not held in connection with any transaction having that purpose, other than activities tied to a specified nomination provision.
