Form 4: Neumora Therapeutics Director Matthew K. Fust Reports Changes in Beneficial Ownership Following Stock Option Repricing

Director Matthew K. Fust reports changes in beneficial ownership of Neumora Therapeutics stock due to stock option repricing approved by the board.

Summary

• Matthew K. Fust, a director of Neumora Therapeutics, filed a Form 4 detailing changes in his beneficial ownership of the company's stock.
• The changes are due to the repricing of stock options held by Fust, approved by the Board on February 13, 2025.
• The repricing lowers the exercise price of certain stock options to $1.69 per share, contingent on stockholder approval and Fust's continued service through August 13, 2026.
• Fust acquired options to buy 85,586 shares, 27,802 shares and 28,571 shares at $1.69.
• Fust disposed of options to buy 85,586 shares at $2.51, 27,802 shares at $17 and 28,571 shares at $9.95.
• The original options had exercise prices of $2.51, $17, and $9.95.
• The options expire on April 23, 2031, September 14, 2033 and June 13, 2034 respectively.
• The repricing is subject to stockholder approval; if not approved, the original terms of the options will remain in effect.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document simply reports a change in beneficial ownership due to option repricing. The impact depends on stockholder approval and the director's continued service.

Positives

• The repricing of stock options could incentivize the director to remain with the company, as it is contingent on continued service through August 13, 2026.

Negatives

• The repricing is contingent on stockholder approval, creating uncertainty until the approval is obtained.
• If stockholder approval is not obtained, the repricing will be void and the terms of each repriced option shall continue to be subject to its original terms and conditions, including, without limitation, the per share exercise price.

Risks

• Failure to obtain stockholder approval for the option repricing would negate the intended incentive for the director.
• The repricing is subject to the Reporting Person remaining in service to the Issuer through August 13, 2026.

Future Outlook

The repricing is contingent on stockholder approval and the director's continued service through August 13, 2026.

Industry Context

Option repricing is a tool companies use to re-incentivize employees and executives when the stock price has fallen below the option's exercise price. It's common in the biotech industry, which can be volatile.

Comparison to Industry Standards

• Stock option repricing is a relatively common practice, particularly in volatile sectors like biotechnology, to maintain employee motivation and retention.
• Many companies, especially smaller ones, use stock options as a significant part of their compensation packages.
• Comparing Neumora's repricing to similar companies would require analyzing the specific terms of the repricing (exercise price, vesting schedule, etc.) and the company's performance relative to its peers.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the exercise of the repriced options.
• Employees and service providers holding repriced options will be incentivized by the lower exercise price.
• The repricing aims to retain a key director, which could benefit the company's long-term strategy and performance.

Next Steps

• Stockholder approval of the option repricing is required.
• The director must remain in service through August 13, 2026, for the repricing to remain valid.

Key Dates