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NMRA on Nasdaq

Neumora Therapeutics, Inc.

In its 2026 annual report the company says: “We are a clinical-stage biopharmaceutical company founded to confront the greatest medical challenges of our generation by bringing forward the next generation of novel therapies with brain-penetrant chemistry that offer improved treatment outcomes and quality of life for patients.”4 It is headquartered in Watertown, Massachusetts.1 Its shares trade on Nasdaq under the symbol NMRA.1

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Last updated Oct 21, 2026.

Overview

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  • TickerNMRA on Nasdaq1
  • Industrypharmaceutical industry1
  • HeadquartersWatertown, Massachusetts1
  • Websiteneumoratx.com
  • Incorporated inDE3
  • Business address260 Arsenal Place, Suite 1, Watertown, Ma 024723
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation

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We are a clinical-stage biopharmaceutical company founded to confront the greatest medical challenges of our generation by bringing forward the next generation of novel therapies with brain-penetrant chemistry that offer improved treatment outcomes and quality of life for patients. Our therapeutic pipeline currently consists of programs that target novel mechanisms of action for a broad range of underserved, prevalent diseases. We are advancing a Phase 3 program for navacaprant, a novel once-daily oral kappa opioid receptor (“KOR”) antagonist that is being developed for the treatment of major depressive disorder (“MDD”), which we believe has the potential to provide significant advantages relative to the standard of care, if approved. We are also advancing NMRA-511, a highly selective, novel antagonist of the vasopressin 1a receptor (“V1aR”) being developed for the treatment of agitation…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income56-$241.2M in 2025+77% since 2022
-$300.0M-$200.0M-$100.0M02022: -$135.9M-$135.9M20222023: -$252.1M-$252.1M2023+86%2024: -$263.5M-$263.5M2024+5%2025: -$241.2M-$241.2M2025−8%
Net income56-$236.9M in 2025+81% since 2022
-$300.0M-$200.0M-$100.0M02022: -$130.9M-$130.9M20222023: -$235.9M-$235.9M2023+80%2024: -$243.8M-$243.8M2024+3%2025: -$236.9M-$236.9M2025−3%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Research and development$176.1M$200.9M
General and administrative$60.1M$62.5M
Acquired in-process research and development$5.0M$0
Total operating expenses$241.2M$263.5M
Loss from operations-$241.2M-$263.5M
Interest income$8.3M$19.9M
Interest expense-$3.2M$0
Other expense, net-$767.0K-$78.0K
Total other income$4.4M$19.9M
Net loss before income taxes-$236.8M-$243.6M
Provision for income taxes$130.0K$178.0K
Net loss-$236.9M-$243.8M
Unrealized gain (loss) on marketable securities-$62.0K$138.0K
Comprehensive loss-$237.0M-$243.6M
Net loss per share, basic-$1.45-$1.53
Net loss per share, diluted-$1.45-$1.53
Weighted-average shares outstanding, basic163.4M shares159.4M shares
Weighted-average shares outstanding, diluted163.4M shares159.4M shares

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Corporate structure

Neumora Therapeutics, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Neumora Therapeutics, Inc.

  • K2 HealthVentures Equity Trust LLC Filed SCHEDULE 13G/A on Neumora Therapeutics, Inc., latest May 15, 2026 (3 filings since Aug 11, 2025)
  • Invus Global Management, LLC Filed SCHEDULE 13G/A on Neumora Therapeutics, Inc., latest May 4, 2026 (2 filings since Feb 19, 2026)
  • ARCH Venture Fund XII, L.P. Filed SCHEDULE 13D/A on Neumora Therapeutics, Inc., latest Apr 1, 2026 (5 filings since Oct 2, 2023)
  • FMR LLC Filed SCHEDULE 13G/A on Neumora Therapeutics, Inc., latest May 12, 2025 (3 filings since Jul 8, 2024)
  • Paul L. Berns Filed SCHEDULE 13G/A on Neumora Therapeutics, Inc., latest Feb 13, 2025 (2 filings since Feb 14, 2024)
  • SOFTBANK GROUP CORP. Filed SC 13G on Neumora Therapeutics, Inc., latest Nov 12, 2024 (2 filings since Feb 13, 2024)
  • Amgen Filed SC 13D on Neumora Therapeutics, Inc., latest Sep 27, 2023
  • Neumora Therapeutics, Inc. Watertown, Massachusetts

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Neumora Therapeutics, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$227.0K6 Dec 31, 2025$3.2M6 Dec 31, 2024−92.9%
Accumulated depreciation$187.0K6 Dec 31, 2025$2.0M6 Dec 31, 2024−90.9%
Property and equipment, net$40.0K6 Dec 31, 2025$1.1M6 Dec 31, 2024−96.5%
Operating-lease assets (leased space)$417.0K6 Dec 31, 2025$1.8M6 Dec 31, 2024−76.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$182.5M6 Dec 31, 2025$142.1M6 Dec 31, 2024+28.4%
Marketable securities, current$165.4M6 Dec 31, 2024$79.9M5 Dec 31, 2023+106.9%
Debt securities available for sale$290.7M6 Dec 31, 2024$452.0M5 Dec 31, 2023−35.7%

Properties, in its own words

Our corporate headquarters are located in Watertown, Massachusetts, where we sublease approximately 10,000 square feet of office space pursuant to a sublease agreement that expires in August 2027.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

Who has led Neumora Therapeutics, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Henry O. Gosebruch2023–2024
  2. Joshua Pinto2026–now

President

  1. Henry O. Gosebruch2023–2024
  2. Joshua Pinto2025–now

Chief financial officer

  1. Joshua Pinto2023–2024

Chief operating officer

  1. Carol Y. Suh2023–2024
2025
Board members and other officers (13)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerTamara Tompkins named Jan 3, 202326
  • DirectorKari Stefansson named Jan 3, 202326
  • DirectorMatthew Fust named Jan 3, 202326
  • DirectorRobert Nelsen named Jan 3, 202326
  • DirectorStacie Weninger named Jan 3, 202326

Timeline

  1. Aug 21, 2026New chief executive Joshua Pinto becomes CEO10
  2. Aug 14, 20268-K Results of operations; Executive or director change27
  3. Jul 27, 20268-K Other events28
  4. Jun 15, 20268-K Entered a material agreement; New debt or obligation; Exit or restructuring costs29
  5. May 29, 20268-K Shareholder vote30
  6. May 7, 20268-K Results of operations31
  7. Mar 30, 20268-K Results of operations32
  8. Feb 11, 20268-K Regulation FD disclosure33
  9. Jan 12, 20268-K Regulation FD disclosure34
  10. Jan 5, 20268-K Other events35
  11. Nov 21, 20258-K Unregistered sale of shares36
  12. Nov 6, 20258-K Results of operations37
  13. Oct 27, 20258-K Other events38
  14. Sep 14, 2023New chief executive Henry O. Gosebruch becomes CEO11

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.35) a share, on Nov 6, 2025.39

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results27
  2. May 7, 2026Reported quarterly or annual results31
  3. Mar 30, 2026Reported quarterly or annual results32
  4. Nov 6, 2025Reported quarterly or annual results37
  5. Aug 6, 2025Reported quarterly or annual results40
  6. May 12, 2025Reported quarterly or annual results41
  7. Mar 3, 2025Reported quarterly or annual results42
  8. Nov 12, 2024Reported quarterly or annual results43

Drug trials and FDA: recently

  1. May 6, 2026Phase 3 trial completed Phase 3 trial of NMRA-335140 in Major Depressive Disorder: primary completion May 6, 2026, no results posted yet (ClinicalTrials.gov NCT06058013).44
  2. May 4, 2026Phase 3 trial completed Phase 3 trial of NMRA-335140 in Major Depressive Disorder: primary completion May 4, 2026, no results posted yet (ClinicalTrials.gov NCT06058039).45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). Trials from ClinicalTrials.gov, as the sponsor registered them (expected dates are the sponsor's own and often move); approvals and advisory committee meetings from the FDA. The FDA does not publish its decision (PDUFA) dates. The full markets calendar

Filings

257 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 33 major events, 118 insider forms, 18 large holders, 1 private raises, 75 other. The latest 20:

  1. Aug 21, 2026144 EDGAR
  2. Aug 21, 20264 EDGAR
  3. Aug 21, 20264 EDGAR
  4. Aug 21, 20264 EDGAR
  5. Aug 21, 20264 EDGAR
  6. Aug 21, 20264 EDGAR
  7. Aug 20, 2026144 EDGAR
  8. Aug 19, 2026144 EDGAR
  9. Aug 19, 20264 EDGAR
  10. Aug 18, 2026144 EDGAR
  11. Aug 17, 2026144 EDGAR
  12. Aug 14, 202610-Q EDGAR
  13. Aug 14, 20268-K EDGAR
  14. Jul 27, 20268-K EDGAR
  15. Jun 15, 20268-K EDGAR
  16. May 29, 20264 EDGAR
  17. May 29, 20264 EDGAR
  18. May 29, 20264 EDGAR
  19. May 29, 20264 EDGAR
  20. May 29, 20264 EDGAR

The 257 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

62 open-market trades by officers, directors and large owners since October 2021: 36 buys and 26 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 21, 2026Aurora Daljit SinghSee RemarksSale41,608$1.60$66.4KForm 4
Aug 20, 2026Aurora Daljit SinghSee RemarksSale134,452$1.51$203.0KForm 4
Aug 19, 2026Aurora Daljit SinghSee RemarksSale61,918$1.65$102.2KForm 4
Aug 18, 2026Aurora Daljit SinghSee RemarksSale69,149$1.59$109.6KForm 4
Aug 17, 2026Aurora Daljit SinghSee RemarksSale146,706$1.50$220.3KForm 4
Feb 17, 2026Aurora Daljit SinghSee RemarksSale6,165$3.56$21.9KForm 4
Feb 17, 2026Pinto JoshuaPresident & CEOSale5,967$3.54$21.1KForm 4
Feb 17, 2026BERNS PAUL LSee RemarksSale9,819$3.51$34.5KForm 4
Feb 17, 2026Milligan Michael LeeSee RemarksSale1,436$3.57$5.1KForm 4
Nov 11, 2025Aurora Daljit SinghSee RemarksSale114,703$2.68$307.4KForm 4
Oct 27, 2025Burow KristinaDirectorBuy1,915,700$2.61$5.0MForm 4
Oct 27, 2025ARCH Venture Partners XII, LLC10% ownerBuy1,915,700$2.61$5.0MForm 4
Oct 27, 2025ARCH Venture Partners VIII, LLC10% ownerBuy1,915,700$2.61$5.0MForm 4
Feb 18, 2025BERNS PAUL LSee RemarksSale13,871$1.69$23.4KForm 4
Feb 18, 2025Milligan Michael LeeSee RemarksSale1,978$1.69$3.3KForm 4
Feb 18, 2025Aurora Daljit SinghSee RemarksSale8,565$1.68$14.4KForm 4
Feb 18, 2025Lenz Robert A.Head of R&DSale5,614$1.67$9.4KForm 4
Feb 18, 2025Pinto JoshuaPresident & CEOSale8,048$1.67$13.4KForm 4
Oct 18, 2024Fust Matthew KDirectorSale14,049$17.03$239.3KForm 4
Oct 17, 2024Fust Matthew KDirectorSale7,739$17.01$131.6KForm 4

All 62 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Joshua PintoPh.D.$645.0K$6.7M53
2025Paul L. Berns59$700.0K$4.6M53
2025Bill AuroraPharm.D.$545.0K$3.3M53
2025Henry O. Gosebruch$94.2K$1.3M53
2024Chief Executive Officer$470.0K$8.6M53
2024Chief Strategy Officer$496.8K$5.2M53
2024Former President and Chief Executive Officer$700.0K$4.8M53
2024President$508.7K$4.6M53

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$474.4M 2020–2020
Money received by yearMoney received by year, 2020–2020: $474.4M in all. Private raises (Form D) $474.4M.$0$200M$400M$600M2020 · Private raises (Form D): $474.4M2020
Figures by year
YearPrivate raises (Form D)Total
2020$474.4M$474.4M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Sep 8, 2020Raised $474.4 million in a private offering of equity26 Form D: 124 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Siren, L.L.C.8,497,822$14.4M0.3%No change
BlackRock, Inc.7,791,869$13.2M0.0%+5,737,553
Softbank Group Corp.6,090,301$10.4M0.1%No change
Vanguard Capital Management LLC4,669,585$7.9M0.0%+777,692
MIC Capital Management UK LLP4,460,700$7.6M1.9%No change
Fmr LLC3,498,869$5.9M0.0%+211
WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST3,309,123$5.6M0.1%No change
Geode Capital Management, LLC2,607,289$4.4M0.0%+1,520,424
ICONIQ Capital, LLC2,559,090$4.4M0.1%No change
Two Sigma Investments, LP2,244,829$3.8M0.0%+208,137
Orbimed Advisors LLC2,139,882$3.6M0.1%New
Lunate Capital Ltd2,124,143$3.6M1.8%No change
Boxer Capital Management, LLC2,000,000$3.4M0.3%New
Johnson & Johnson1,849,445$3.1M0.4%No change
State Street Corp1,582,119$2.7M0.0%+1,183,400
Tudor Investment Corp Et Al1,356,147$2.3M0.0%+584,729
Ikarian Capital, LLC1,278,408$2.2M0.4%No change
Renaissance Technologies LLC1,262,304$2.1M0.0%−126,694
Affinity Asset Advisors, LLC1,070,651$1.8M0.1%New
Marshall Wace, Llp904,458$1.5M0.0%−290,852
Vanguard Portfolio Management LLC894,791$1.5M0.0%+709,955
Citadel Advisors LLC828,933$1.4M0.0%+485,347
Charles Schwab Investment Management Inc823,583$1.4M0.0%+307,401
Northern Trust Corp800,571$1.4M0.0%+603,690
Ensign Peak Advisors, Inc784,679$1.3M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Neumora Therapeutics, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNeumora Therapeutics, Inc.2
  • CIK0001885522
  • Employer ID (EIN)84-43676804
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 312
  • Industry code (SIC)2836 Biological Products, (No Diagnostic Substances)2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business address260 Arsenal Place, Suite 1, Watertown, MA 024722
  • Phone(857) 760-09002
  • Shares outstanding187,895,912 as of Aug 10, 20268
  • Public float$63.3M as of Jun 30, 20254
  • AuditorErnst & Young LLP, San Jose, California PCAOB ID 42; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 8, 20212
  • Filings257 in all: 4 (101), 8-K (31), 144 (26), 3 (17), 10-Q (9), DRS/A (8), UPLOAD (7), DRSLTR (6)2
    All 33 form types

    SCHEDULE 13G/A (5), DEFA14A (4), S-8 (4), SCHEDULE 13G (4), 10-K (3), CORRESP (3), DEF 14A (3), SC 13G (3), 8-K/A (2), EFFECT (2), SC 13D (2), SC 13D/A (2), SCHEDULE 13D/A (2), SEC STAFF LETTER (2), 424B4 (1), 8-A12B (1), CERT (1), D (1), DRS (1), POS AM (1), POSASR (1), PRE 14A (1), S-1 (1), S-1/A (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareNMRANasdaq Global Select Market

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Neumora Therapeutics, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 73 risks under these headings, as written.4

  • Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital
  • We are a clinical‑stage biopharmaceutical company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future. We have no products approved for commercial sale and may never achieve or maintain profitability.
  • Our substantial contingent consideration and related obligations from our acquisitions of assets and license and collaboration agreements may result in dilution to our stockholders, may be a drain on our cash resources, or may cause us to incur debt obligations to satisfy the payment obligations.
  • Our limited operating history may make it difficult to evaluate our prospects and likelihood of success.
  • We will require additional funding in order to finance operations. If we are unable to raise capital when needed, or on acceptable terms, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts.
  • Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
  • Risks Related to Our Business
  • If we are unable to successfully identify, develop and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition and results of operations will be materially adversely affected.
  • We were founded to confront the greatest medical challenges of our generation by taking a fundamentally different approach to the way treatments for brain diseases are developed, fields that have seen very limited success. The ability to successfully develop drugs in these fields is extremely difficult and is subject to a number of unique challenges.
  • We have invested and expect to continue to invest in acquiring product candidates, technologies and assets, as well as research and development efforts that further enhance our product pipeline. Such investments may affect our operating results, and, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.
  • We have experienced rapid growth since our inception in November 2019. If we fail to effectively manage our growth, we may not be able to execute on our business objectives.
  • Our ability to develop product candidates, leverage our precision neuroscience approach and our future growth depends on attracting, hiring and retaining our key personnel and recruiting additional qualified personnel.
The other 62 risks
  • We may not realize the benefits of assets that we have acquired, or will acquire in the future, or other strategic transactions that we have consummated or will consummate.
  • We have relied on, and in the future will continue to rely on, third‑party datasets and databases to build and enhance our precision neuroscience approach. If we are not able to access additional data sets or develop enhancements to our precision neuroscience approach, our ability to execute on our strategy may be limited.
  • We operate in highly competitive and rapidly changing industries, which may result in others discovering, developing or commercializing competing products before or more successfully than we do.
  • We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • We rely upon third‑party providers of cloud‑based infrastructure to host our platforms. Any disruption in the operations of these third‑party providers, limitations on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations.
  • If our security measures are breached or unauthorized access to our other data is otherwise obtained, our data may be perceived as not being secure and we may incur significant liabilities.
  • Our precision neuroscience tools utilize third‑party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.
  • Risks Related to the Development and Clinical Testing of Our Product Candidates
  • Clinical and preclinical drug development is a lengthy and expensive process, with an uncertain outcome. Our clinical and preclinical programs have experienced delays and may experience additional delays or may never advance, which would adversely affect our ability to obtain regulatory approvals or commercialize our product candidates on a timely basis or at all, which could have an adverse effect on our business.
  • Results of preclinical studies or clinical trials of any product candidates may not be predictive of the results of future preclinical studies or clinical trials.
  • Our product candidates may have serious adverse, undesirable, or unacceptable side effects or other properties that may delay or prevent marketing approval. If such side effects are identified following approval, if any, the commercial profile of any approved label may be limited, or we may be subject to other significant negative consequences following marketing approval, if any.
  • Interim, topline, or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data becomes available or as we make changes to our manufacturing processes and are subject to audit and verification procedures that could result in material changes in the final data.
  • We depend on enrollment and retention of patients in our clinical trials for our product candidates. If we experience delays or difficulties enrolling or retaining patients in our clinical trials, our research and development efforts and business, financial condition and results of operations could be materially adversely affected.
  • The estimates of market opportunity and forecasts of market growth included in our public disclosures may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.
  • Even if approved, our products may not gain market acceptance, in which case we may not be able to generate product revenues, which will materially adversely affect our business, financial condition, and results of operations.
  • We currently have no marketing, sales, or distribution infrastructure and we intend to either establish a sales and marketing infrastructure or outsource this function to a third party. Either of these commercialization strategies carries substantial risks to us.
  • We may become exposed to costly and damaging liability claims, either when testing our product candidates in the clinic or at the commercial stage, and our product liability insurance may not cover all damages from such claims.
  • Risks Related to Our Regulatory Environment
  • The development and commercialization of drug products is subject to extensive regulation, and the regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time‑consuming, and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for our product candidates on a timely basis if at all, our business will be substantially harmed.
  • Even if our product candidates obtain regulatory approval, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense. Additionally, our product candidates, if approved, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.
  • The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off‑label uses. If we are found or alleged to have improperly promoted off‑label uses, we may become subject to significant liability.
  • Disruptions at the FDA and other government agencies caused by funding shortages, staffing reductions or policy changes could hinder their ability to hire, retain, or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized in a timely manner or at all, which could negatively impact our business.
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti‑corruption laws, and anti‑money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We can face criminal liability and other serious consequences for violations, which can harm our business.
  • Our research and development activities could be affected or delayed as a result of possible restrictions on animal testing.
  • Our business operations and current and future relationships with healthcare professionals, principal investigators, consultants, vendors, customers, and third‑party payors in the United States and elsewhere are subject to applicable anti‑kickback, fraud and abuse, false claims, physician payment transparency, and other healthcare laws and regulations, which could expose us to substantial penalties, contractual damages, reputation harm, administrative burdens, and diminished profits.
  • Our employees, independent contractors, principal investigators, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • Current and future legislation may increase the difficulty and cost for us and any future collaborators to obtain marketing approval of and commercialize our product candidates and affect the prices we, or they, may obtain.
  • Even if we are able to commercialize any product candidate, coverage and adequate reimbursement may not be available or such product candidate may become subject to unfavorable pricing regulations or third‑party coverage and reimbursement policies, which would harm our business.
  • We face potential liability related to the privacy of health information we utilize in the development of product candidates, as well as information we obtain from clinical trials sponsored by us from research institutions and directly from individuals.
  • Risks Related to Our Dependence on Third Parties
  • We contract with third parties for the manufacture of our product candidates. This reliance on third parties increases the risk that we will not have sufficient quantities of our product candidates or drugs or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
  • Supply sources could be interrupted from time to time and, if interrupted, there is no guarantee that supplies could be resumed within a reasonable time frame and at an acceptable cost or at all.
  • We rely, and expect to continue to rely, on third parties, including independent clinical investigators and CROs, to conduct our preclinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties, comply with applicable regulatory requirements, or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.
  • Risks Related to Intellectual Property
  • We depend on intellectual property licensed or acquired from third parties and we are currently party to in‑license agreements under which we acquired rights to use, develop, manufacture and/or commercialize certain of our proprietary technologies and product candidates. If we breach our obligations under these agreements or if any of these agreements is terminated, or otherwise experience disruptions to our business relationships with our licensors, we may be required to pay damages and/or lose our rights to such intellectual property and technology, which would harm our business.
  • We depend, in part, on our licensors to file, prosecute, maintain, defend, and enforce certain patents and patent applications that are material to our business.
  • Given the breadth of the application of our precision neuroscience approach, in order to increase our ability to exploit our technologies, we may enter into collaborations and/or strategic partnerships in the future, and we may not realize the anticipated benefits of such collaborations or partnerships. If we are able to enter into such transactions or realize the potential benefits of such transactions, we may be forced to alter or delay our development and commercialization plans.
  • We may not be successful in obtaining or maintaining necessary rights for our product pipeline which may cause us to operate our business in a more costly or otherwise adverse manner that was not anticipated.
  • We may be dependent on intellectual property licensed or sublicensed to us from, or for which development was funded or otherwise assisted by, the U.S. government and/or government agencies, such as the National Institutes of Health, for development of our technology and product candidates. Failure to meet our own obligations to our licensors or upstream licensors, including such government agencies, may result in the loss of our rights to such intellectual property, which could harm our business.
  • We may not identify relevant third‑party patents or may incorrectly interpret the relevance, scope or expiration of a third‑party patent, which might adversely affect our ability to develop and market our products.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Third‑party claims of intellectual property infringement against us or our collaborators may prevent or delay our product discovery and development efforts.
  • We may not be able to protect our intellectual property rights throughout the world.
  • We may be involved in lawsuits to protect or enforce our patents or other intellectual property or the intellectual property of our licensors, which could be expensive, time‑consuming, and unsuccessful.
  • Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court or before the USPTO or comparable foreign authority.
  • Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non‑compliance with these requirements.
  • The lives of our patents may not be sufficient to effectively protect our products and business.
  • We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Risks Related to Ownership of Our Common Stock
  • Our stock price has experienced volatility and declines and may continue to be volatile or decline, regardless of our operating performance, resulting in substantial losses for investors.
  • If we are unable to maintain the listing of our common stock on the Nasdaq Global Select Market or another reputable stock exchange, the trading price and/or trading volume of our common stock may decline and it may be more difficult for our stockholders to sell their shares.
  • Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.
  • Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
  • Sales of a substantial number of shares of our common stock in the public market could cause our common stock price to fall.
  • We do not currently intend to pay dividends on our common stock and, consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation of the value of our common stock.
  • Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our common stock.
  • Our amended and restated certificate of incorporation provides an exclusive forum in the Court of Chancery of the State of Delaware for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Our ability to use our net operating loss carryforwards and other tax attributes may be limited.
  • General Risk Factors
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.
  • Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
  • An active trading market for our common stock may not develop or be sustained.
  • We are a smaller reporting company and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
  • The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention.
  • Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

Legal proceedings

On February 6, 2025, a purported stockholder of the Company filed a lawsuit against us, certain executive officers, and certain underwriters in the United States District Court for the Southern District of New York (Case No. 1:25-cv-01072). The complaint is a putative class action alleging violations of the Securities Act related to our initial public offering on September 15, 2023. The plaintiff seeks compensatory damages, as well as fees and costs. The complaint claims that our offering documents contained false and misleading statements and omitted material facts about the prospects of navacaprant. We do not believe these allegations have merit and have moved to dismiss. On November 19, 2025, the Court appointed Victor Otcheretko as Lead Plaintiff and on January 14, 2026 Lead Plaintiff Otcheretko filed an amended complaint. On March 11, 2026, defendants filed a motion to dismiss the amended complaint. Lead Plaintiff’s opposition to defendants’ motion to dismiss is due April 22, 2026, and defendants’ reply in support of the motion to dismiss is due May 22, 2026. The Court has not yet scheduled a hearing on the motion to dismiss.

In addition, from time to time, we may in the ordinary course of business become involved in legal proceedings. Regardless of outcome, litigation could have a material adverse effect on our business results of operations or financial condition due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.

The opening of Item 3, Legal Proceedings.4

Sources

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