Neumora Therapeutics Inc — 10-K exhibit

CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECOND Amendment

to

Loan and security agreement

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10 day of December, 2025, by and among NEUMORA THERAPEUTICS, INC., a Delaware corporation, and each other Person party to the Loan Agreement (as defined below) as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”).

Recitals

A. The Secured Parties and Borrower have entered into that certain Loan and Security Agreement dated as of May 9, 2025, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 4, 2025 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. The Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Administrative Agent and the Lenders amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

D. Administrative Agent and the Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

“ (ii) Notwithstanding the foregoing, if the 2025 [***] Milestone is achieved, then commencing as of July 1, 2026 and at all times thereafter, Section 6.10(a)(i) shall not apply and Borrower shall maintain Liquidity in an amount of at least (i) if Borrower’s Market Capitalization is less than [***], one hundred five percent (105.0%) of total senior debt Obligations outstanding

owed to the Lenders and (ii) if Borrower’s Market Capitalization is equal to or exceeds [***], but is less than [***], fifty percent (50.0%) of total senior debt Obligations outstanding owed to the Lenders; provided, that, compliance with the foregoing covenant shall be waived at times during which Borrower’s Market Capitalization is equal to or exceeds [***].

“ (ii) If the 2025 [***] Milestone is achieved, then commencing as of July 1, 2026 and at all times thereafter, Borrower shall maintain Liquidity in an amount of at least (i) if Borrower’s Market Capitalization is less than [***], one hundred five percent (105.0%) of total senior debt Obligations outstanding owed to the Lenders and (ii) if Borrower’s Market Capitalization is equal to or exceeds [***], but is less than [***], fifty percent (50.0%) of total senior debt Obligations outstanding owed to the Lenders; provided, that, compliance with the foregoing covenant shall be waived at times during which Borrower’s Market Capitalization is equal to or exceeds [***].”

“ “2025 [***] Milestone” means that [***]”

Release by Borrowers:

5.1 FOR GOOD AND VALUABLE CONSIDERATION, Borrowers hereby forever relieve, release, and discharge the Secured Parties and their present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.

5.2 In furtherance of this release, Borrowers expressly acknowledge and waive any and all rights under Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (Emphasis added.)

5.3 By entering into this release, Borrowers recognize that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which

it presently knows or believes to be true, but that it is the intention of Borrowers hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrowers should subsequently discover that any fact that they relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrowers shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrowers acknowledge that they are not relying upon and have not relied upon any representation or statement made by any Secured Party with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.

5.4 This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrowers acknowledge that the release contained herein constitutes a material inducement to the Secured Parties to enter into this Amendment, and that the Secured Parties would not have done so but for the Secured Parties’ expectation that such release is valid and enforceable in all events.

5.5 Borrowers hereby represent and warrant to the Secured Parties, and the Secured Parties are relying thereon, as follows:

(a) Except as expressly stated in this Amendment, no Secured Party nor any agent, employee or representative of any Secured Party has made any statement or representation to Borrowers regarding any fact relied upon by Borrowers in entering into this Amendment.

(b) Borrowers have made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary.

(c) The terms of this Amendment are contractual and not a mere recital.

(d) This Amendment has been carefully read by Borrowers, the contents hereof are known and understood by Borrowers, and this Amendment is signed freely, and without duress, by Borrowers.

(e) Borrowers represent and warrant that each of them is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Borrowers shall indemnify the Secured Parties, defend and hold each of them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.

[Signature page follows.]

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

Schedule I

EXHIBIT D

COMPLIANCE CERTIFICATE

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