Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto and the related Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on March 30, 2026. This discussion and analysis contains forward-looking statements based upon current beliefs, plans, and expectations related to future events and our future performance that involves risks, uncertainties, and assumptions, such as statements regarding our intentions, plans, objectives, and expectations for our business. Our actual results and the timing of selected events could differ materially from those discussed in the forward-looking statements as a result of several factors including those set forth in the section titled "Risk Factors." See also the section titled "Special Note Regarding Forward-Looking Statements".

Overview

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 NMRA-511, a highly selective, novel antagonist of the vasopressin 1a receptor ("V1aR") being developed for the treatment of agitation associated with dementia due to Alzheimer's disease ("AD"). We are also advancing NMRA-898, a novel muscarinic acetylcholine receptor subtype 4 ("M4") positive allosteric modulator ("PAM") with potential best in class pharmacology for the treatment of schizophrenia. Additionally, Neumora is developing NMRA-215, a highly brain-penetrant, oral NLRP3 inhibitor for the treatment of obesity and cardiovascular risk.

Our current pipeline and expected updates from these programs are detailed in the table below.

CV = cardiovascular; GCase = Glucocerebrosidase; M4 = Muscarinic Acetylcholine Receptor M4; NLRP3 = Nucleotide-binding Domain, Leucine-rich-containing Family, Pyrin Domain-containing-3; V1aR = Vasopressin 1a Receptor

We were incorporated in November 2019 and commenced operations thereafter. To date, we have focused primarily on building our organization, acquiring technologies and companies, developing our precision neuroscience approach, identifying and developing potential product candidates, executing clinical and preclinical studies, organizing and staffing our company, business planning, establishing our intellectual property portfolio, raising capital and providing general and administrative support for these operations. We do not have any products approved for sale, we have not generated any revenue from the sale of products, and we do not expect to generate revenue from the sale of our product candidates until we complete clinical development, submit regulatory filings, and receive approvals from the applicable regulatory bodies for such product candidates, if ever.

Acquisitions of Assets

We have completed various acquisitions. For details regarding our acquisitions, see Note 6 - Acquisitions of Assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Strategic License and Research and Collaboration Agreements

We have assumed license arrangements with certain third parties as a result of our acquisitions and have entered into several additional license, research and collaboration agreements with various parties. For details regarding these agreements, see Note 6 - Acquisition of Assets and Note 8 -Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Contingent Consideration

BlackThorn Contingent Consideration

Pursuant to the terms of the BlackThorn Merger Agreement, we are required to pay the former stockholders of BlackThorn contingent consideration (i) with respect to navacaprant, in the form of development and regulatory approval milestones of up to an aggregate amount of $365.0 million, which includes a milestone payment that became due and was paid in the fourth quarter of 2023 upon dosing the first patient in the Phase 3 clinical trial for navacaprant, and sales-based milestones of up to an aggregate amount of $450.0 million and (ii) with respect to NMRA-511, in the form of development and regulatory approval milestones of up to an aggregate amount of $100.0 million, and sales-based milestones of up to an aggregate amount of $100.0 million ("BlackThorn Milestones"). At our sole discretion, the BlackThorn Milestone payments may be settled in cash or shares of our common stock, or a combination of both, subject to the provisions of the BlackThorn Merger Agreement, other than one development milestone in the amount of $10.0 million, which must be settled in cash. In 2023, we issued 6,072,445 shares of common stock based on the volume weighted average price per share prior to the date the milestone was met and paid $2.3 million in cash in satisfaction of the Phase 3 navacaprant milestone to the former stockholders of BlackThorn and participants in the carveout plan. As of June 30, 2026, none of the other BlackThorn Milestones have been achieved and no such related amounts were deemed due or payable.

Vanderbilt Contingent Consideration

Pursuant to the terms of the Vanderbilt License Agreement, we are required to pay Vanderbilt contingent consideration payable in cash up to an aggregate of $42.0 million upon the achievement of specified development milestones and up to an aggregate of $380.0 million upon the achievement of commercial milestone events as well as tiered royalties at mid-single digit percentages on potential future net sales. We achieved a $2.0 million development milestone in October 2023, which was paid in cash in November 2023. Additionally, in July 2025, we achieved and settled in cash a $5.0 million development milestone. As of June 30, 2026, none of the other Vanderbilt milestones have been achieved and no such related amounts were deemed due or payable.

Components of Operating Results

Operating Expenses

Research and Development

Research and development expenses consist of external and internal expenses, and primarily relate to our discovery efforts and development of our precision neuroscience approach, programs, and product candidates. External research and development expenses include, among others, amounts incurred with contract research organizations ("CROs"), contract manufacturing organizations ("CMOs"), preclinical testing organizations and other vendors that conduct research and development activities on our behalf. Internal research and development expenses include, among others, personnel-related costs, including salaries, benefits and stock-based compensation for employees engaged in research and development functions, laboratory supplies and other non-capital equipment utilized for in-house research, software development costs and allocated expenses including facilities costs and depreciation and amortization.

Because we are working on multiple research and development programs at any one time, we track our external expenses by the stage of program, clinical or preclinical. However, our internal expenses, including unallocated costs, employees and infrastructure are not directly tied to any one program and are deployed across multiple programs. As such, we do not track internal expenses on a specific program basis.

We expense research and development costs as incurred. Amounts recorded for external goods or services incurred for research and development activities that have not yet been invoiced are included in accrued liabilities in our consolidated balance sheets and often

represent estimates. We estimate accrued expenses and the related research and development expense based on the level of services performed but not yet invoiced pursuant to agreements established with our service providers, according to the progress of preclinical studies, clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and service. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our consolidated financial statements as prepaid expenses or other current assets or accrued liabilities. Nonrefundable advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered.

We expect to continue to incur significant research and development expenses for the foreseeable future as we further develop our precision neuroscience approach and advance our programs and product candidates through clinical development and pursue regulatory approval of our product candidates. The process of conducting the necessary clinical and preclinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result of the uncertainties discussed below, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

Our research and development expenses may vary significantly based on factors such as:

A change in the outcome of any of these variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and future clinical trials.

General and Administrative

General and administrative expenses include, among others, personnel-related costs, including salaries, benefits, and stock-based compensation for our employees in executive, finance, and other administrative functions, legal fees, professional fees incurred for accounting, audit, and tax services, recruiting costs, and other allocated expenses, including facilities costs and depreciation and amortization not included in research and development expenses. Legal fees are included within general and administrative expenses and are related to corporate and intellectual property related matters.

We expect our general and administrative expenses to increase substantially in the foreseeable future as we continue to support our research and development activities, grow our business and, if any of our product candidates receive marketing approval, commence commercialization activities. We will also continue to incur additional expenses associated with operating as a public company, including increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and standards applicable to public companies, additional insurance expenses, investor relations activities and other administrative and professional services.

Other Income (Expense)

Interest Income

Interest income consists of interest earned on our cash and cash equivalents.

Interest Expense

Interest expense consists of interest expense related to our Loan Agreement, as well as amortization of debt issuance costs and accretion of the final payment fee.

Results of Operations

For the Three Months Ended June 30, 2026 and 2025

The following table summarizes our result of operations for the periods presented:

Research and Development Expenses

The following table summarizes our research and development expenses by program for the periods presented:

Research and development expenses decreased by $9.4 million, or 24%, to $29.3 million for the three months ended June 30, 2026, from $38.7 million for the three months ended June 30, 2025.

Direct external program expenses decreased $9.0 million primarily driven by:

Internal and unallocated expenses decreased $0.5 million, primarily driven by:

General and Administrative Expenses

General and administrative expenses decreased by $2.4 million, or 16%, to $12.9 million for the three months ended June 30, 2026, from $15.3 million for the three months ended June 30, 2025 primarily due to lower personnel-related costs, driven by reduced headcount, and decreased consulting and facilities expenses.

Interest Income

Interest income decreased by $1.3 million to $0.9 million for the three months ended June 30, 2026, from $2.3 million for the three months ended June 30, 2025, which was attributable to less interest earned on our lower balances in cash equivalents.

Interest Expense

Interest expense increased by $1.4 million to $1.8 million for the three months ended June 30, 2026, from $0.4 million for the three months ended June 30, 2025, which was attributable to higher interest expense incurred on our higher term loan balance.

Results of Operations

For the Six Months Ended June 30, 2026 and 2025

The following table summarizes our result of operations for the periods presented:

Research and Development Expenses

The following table summarizes our research and development expenses by program for the periods presented:

Research and development expenses decreased by $23.0 million, or 25%, to $67.9 million for the six months ended June 30, 2026, from $90.9 million for the six months ended June 30, 2025.

Direct external program expenses decreased $12.2 million primarily driven by:

Internal and unallocated expenses decreased $10.8 million, primarily driven by:

General and Administrative Expenses

General and administrative expenses decreased by $6.9 million, or 20%, to $27.2 million for the six months ended June 30, 2026, from $34.1 million for the six months ended June 30, 2025 primarily due to lower personnel-related costs, driven by reduced headcount, and decreased consulting and facilities expenses.

Interest Income

Interest income decreased by $3.2 million to $2.2 million for the six months ended June 30, 2026 from $5.3 million for the six months ended June 30, 2025, which was attributable to less interest earned on our lower balances in cash equivalents.

Interest Expense

Interest expense increased by $3.2 million to $3.7 million for the six months ended June 30, 2026, from $0.4 million for the six months ended June 30, 2025, which was attributable to higher interest expense incurred on our higher term loan balance.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have not generated any revenue from the sale of products and we have incurred significant net losses and negative cash flows from operations. Our primary use of our capital resources is to fund our operating expenses, which consist primarily of expenditures related to identifying, acquiring, developing, and in-licensing our precision neuroscience approach, programs, and product candidates, and conducting preclinical studies and clinical trials, and to a lesser extent, general and administrative expenditures. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever.

As of June 30, 2026, we had $116.8 million of cash and cash equivalents.

In 2023, we completed our Initial Public Offering ("IPO") pursuant to which we issued and sold an aggregate of 14,710,000 shares of common stock at a price to the public of $17.00 per share. We received aggregate net proceeds of $226.5 million after deducting underwriting discounts and commissions of $17.5 million and other offering expenses of $6.0 million. Prior to our IPO, we primarily funded our operations with the net proceeds from the sale and issuance of our convertible preferred stock and convertible promissory notes.

In 2024, we entered into a sales agreement with Leerink to sell shares of our common stock, from time to time, with aggregate gross sales proceeds of up to $300.0 million, through an at-the-market equity offering program ("ATM") with Leerink as the sales agent. During the years ended December 31, 2025 and 2024, we received aggregate net proceeds of $19.7 million and $13.7 million, respectively, through sales of shares of our common stock under the ATM after deducting commissions and offering expenses. Additionally, during the six months ended June 30, 2026 we received aggregate net proceeds of $20.4 million through sales of shares of our common stock under the ATM after deducting commissions and offering expenses.

In May 2025, we entered into a loan and security agreement, (as amended, the "Loan Agreement") with K2 HealthVentures LLC ("K2HV"). The Loan Agreement provides us with a term loan facility in the aggregate principal amount of up to $125.0 million, of which we have borrowed $60.0 million. $20.0 million is available for borrowing upon our request, subject to discretionary approval by the lenders. The remaining $45.0 million is tied to clinical and regulatory milestones that will not be met with the discontinuation of navacaprant in MDD. The term loan facility matures on May 1, 2029.

Future Funding Requirements

We have incurred significant losses and negative cash flows from operations since our inception. Given our recurring losses from operations and negative cash flows, and based on our current operating plan, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year from the date of filing of this Form 10-Q. We expect to finance our future

cash needs through equity or debt financings, collaborations or a combination of these approaches. See "Risk Factors-Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital" for additional information.

Our net losses may fluctuate significantly from period to period, depending on the factors described below. We are subject to the risks typically related to the development of new products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The expected increase in expenses will be driven in large part by our ongoing activities, and our future capital requirements will depend on many factors, including:

To complete the development and commercialization of our product candidates, if approved, we will require substantial additional funding. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our operations through public or private equity offerings or debt financings or other capital sources, which may include strategic collaborations or other arrangements with third parties, or other sources of financing. We may not be able to raise additional capital on terms acceptable to us or at all. If we are unable to raise additional capital on acceptable terms when needed, our business, results of operations, and financial condition would be adversely affected. The amount and timing of our future funding requirements will depend on many factors including the successful advancement of our precision neuroscience approach, programs, and product candidates. Our ability to raise additional funds may also be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide.

Cash Flows

The following table summarizes our cash flows for the periods presented:

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2026 was $85.9 million, which primarily consisted of a net loss of $43.1 million partially offset by noncash charges of $15.5 million. The noncash charges primarily consisted of $14.6 million of stock-based compensation and $0.8 million of amortization of debt issuance costs and accretion of the debt final payment fee. Our net operating assets and liabilities decreased by $4.9 million, primarily from a decrease in accrued liabilities of $5.5 million related to our ongoing and recently completed clinical trials, partially offset by an increase in accounts payable of $0.8 million due to the timing of our accounts payable.

Net cash used in operating activities for the six months ended June 30, 2025 was $111.9 million, which consisted of a net loss of $120.7 million and a change in our net operating assets and liabilities of $8.1 million, partially offset by noncash charges of $17.0 million. The change in our net operating assets and liabilities primarily resulted from a decrease in accrued liabilities of $4.7 million primarily related to our clinical programs, a decrease in accounts payable of $2.7 million due to the timing of our accounts payable, a decrease in current operating lease liabilities of $1.9 million due to the expiration of an office and lab lease agreement, and an increase in prepaid expenses of $1.1 million primarily due to deferred debt issuance costs related to the term loan with K2HV. The noncash charges primarily consisted of $16.5 million of stock-based compensation, $1.8 million of noncash operating lease expense, partially offset by $2.2 million on of net accretion of discounts on marketable securities.

Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2026 was $0.1 million, which consisted of proceeds from the sale equipment.

Net cash provided by investing activities for the six months ended June 30, 2025 was $74.6 million, which primarily consisted of $157.3 million in proceeds from maturities of marketable securities, partially offset by $82.9 million in purchases of marketable securities.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was $20.2 million, which primarily consisted of net proceeds received from the ATM offering.

Net cash provided by financing activities for the six months ended June 30, 2025 was $18.5 million, which primarily consisted of the net proceeds from the term loan with K2HV.

Contractual Obligations and Other Commitments

As of June 30, 2026, our contractual obligations and commitments relate primarily to our Loan Agreement with K2HV under which we had $54.0 million in principal outstanding as of June 30, 2026. The Company is obligated to make interest-only payments through April 2029, with all outstanding principal, accrued and unpaid interest, and the final payment fee due at maturity on May 1, 2029. Additional information about the Loan Agreement and our commitments under it can be found in Note 4- Debt to our condensed consolidated financial statements.

In June 2025, we entered into a new operating lease for office space located in Massachusetts with a noncancellable lease term expiring in August 2027.

We have entered into a number of acquisitions of assets that are summarized in Note 6 - Acquisitions of Assets to our condensed consolidated financial statements. As part of these acquisitions of assets, we are obligated to pay cash and/or stock for future contingent payments that are dependent upon future events, and in some cases, vesting by the recipient of the contingent payment, such as our achievement of certain development, regulatory, and commercial milestones. We have also assumed license arrangements with various third parties, primarily as a result of our acquisitions, and have entered into additional agreements that are summarized in Note 8 - Strategic License and Research and Collaboration Agreements to our condensed consolidated financial statements. In accordance with these agreements, we are obligated to pay, among other items, future contingent payments that are uncertain and dependent upon future events such as our achievement of certain development, regulatory, and commercial milestones royalties, and sublicensing revenue in the future, as applicable.

Critical Accounting Estimates

Our management's discussion and analysis of the financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP"). The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Our estimates are based on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting estimates from those described under in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" included in our 2025 Annual Report on Form 10-K filed with the SEC on March 30, 2026.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Smaller Reporting Company Elections

We are a smaller reporting company, which allows us to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our Annual Report and our periodic reports and proxy statements and providing only two years of audited financial statements in our Annual Report and our periodic reports. We will remain a smaller reporting company so long as (a) the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day our most recently completed second fiscal quarter is less than $250 million or (b) (1) we have less than $100 million in annual revenues during our most recently completed fiscal year and (2) the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day our most recently completed second fiscal quarter is less than $700 million.