K2HV Equity could convert $10M into 11.4M NMRA shares (~6.6%)

Rhea-AI Filing Summary

Neumora Therapeutics disclosed that K2 HealthVentures Equity Trust LLC and two managing members, Parag Shah and Anup Arora, report beneficial ownership tied to convertible debt that can be converted into Common Stock. Under a loan and security agreement, K2HV Equity has the right to convert up to $10,000,000 of principal into Conversion Shares at the lesser of $0.8774 per share or the lowest effective price in the Issuer's next equity financing; the filers assumed the $0.8774 conversion price.

As a result, the Reporting Persons disclose beneficial ownership of 11,397,310 shares, representing approximately 6.6% of Common Stock on a converted basis. The Schedule shows shared voting and dispositive power over those shares (no sole voting or dispositive power). The reporting address for the filers is provided as 855 Boylston Street, Boston, MA.

Positive

• Clear disclosure of conversion mechanics and assumed conversion price ($0.8774), enabling precise calculation of potential ownership
• Material stake disclosed above the 5% threshold (11,397,310 shares; ~6.6%), providing transparency to investors

Negative

• Potential dilution is explicit: 11,397,310 Conversion Shares were added to the outstanding share count, increasing total shares
• Shared voting power of 11,397,310 shares indicates coordinated influence that could affect shareholder voting outcomes if converted

Insights

Financial Analyst

TL;DR: K2HV could convert $10M of debt into 11.4M NMRA shares, equal to ~6.6% on a converted basis; voting power is shared.

The filing reports a conversion right that, at an assumed price of $0.8774, yields 11,397,310 shares or ~6.6% of Neumora's outstanding Common Stock when added under Rule 13d-3. This is material under the >5% disclosure threshold and potentially dilutive because the Conversion Shares were included in the share count. Ownership is reported as shared voting and dispositive power with no sole control, indicating the position is significant but not individually controlling. The conversion mechanics tie conversion price to future financing pricing, which preserves flexibility for K2HV Equity.

Corporate Governance Expert

TL;DR: The Schedule 13G shows non-controlling, shared influence from K2HV Equity via convertible debt convertible into a >5% equity stake.

The disclosure names K2 HealthVentures Equity Trust LLC and two managing members and classifies their interest consistent with Rule 13d-1 filings. The reported shared voting and dispositive powers imply coordination among the Reporting Persons rather than unilateral control. Including the Conversion Shares in the outstanding share count under Rule 13d-3 is procedurally correct and alerts investors to potential share dilution and shifts in ownership percentage if conversion occurs. Overall, the filing is informative for governance and ownership monitoring.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Neumora Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

640979100

(CUSIP Number)

05/09/2025

(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 11,397,310.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,397,310.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,397,310.00

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)

6.6 %

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 11,397,310.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,397,310.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,397,310.00

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)

6.6 %

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 11,397,310.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,397,310.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,397,310.00

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)

6.6 %

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 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);
(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 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
Item 5.	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.

K2 HealthVentures Equity Trust LLC

Signature:	/s/ Anup Arora
Name/Title:	Anup Arora, Managing Member
Date:	08/11/2025

Parag Shah

Signature:	/s/ Parag Shah
Name/Title:	Parag Shah
Date:	08/11/2025

Anup Arora

Signature:	/s/ Anup Arora
Name/Title:	Anup Arora
Date:	08/11/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement, dated August 11, 2025

FAQ

What stake does K2 HealthVentures report in Neumora (NMRA)?

The Reporting Persons disclose beneficial ownership of 11,397,310 shares, representing approximately 6.6% of Common Stock on a converted basis.

How can K2 HealthVentures acquire the NMRA shares?

K2HV Equity has the right to convert up to $10,000,000 of outstanding principal under a loan and security agreement into Conversion Shares at the lesser of $0.8774 per share or the lowest effective price in the Issuer's next equity financing.

Does K2 HealthVentures have sole voting control of the reported shares?

No. The filing reports 0 sole voting power and 11,397,310 shared voting power for the Reporting Persons.

Were the Conversion Shares included in the outstanding share count?

Yes. The Conversion Shares were added to total outstanding shares in accordance with Rule 13d-3, which affects the percentage calculation.

Where is the business address for the Reporting Persons?

The business address provided for the Reporting Persons is 855 Boylston Street, 10th Floor, Boston, MA 02116.