Neumora IPO class action over navacaprant disclosures awaits ruling on dismissal motion

Neumora Therapeutics, Inc. (Nasdaq: NMRA) said in its 10-Q filed August 14, 2026 that its motion to dismiss a securities class action over its initial public offering is nearly fully briefed, with defendants' reply due August 24, 2026. A purported stockholder filed the putative class action on February 6, 2025 in the U.S. District Court for the Southern District of New York, Case No. 1:25-cv-01072. It alleges violations of the Securities Act tied to the offering of September 15, 2023.

The defendants are Neumora, certain executive officers and certain underwriters. The 10-Q names none of the individuals or firms. Neumora's prospectus identifies Henry O. Gosebruch as president and chief executive officer and Joshua Pinto, Ph.D., as chief financial officer, and lists the underwriters of the offering. Nothing in the filings says which of them are defendants. The claims described here are allegations.

The case

The complaint claims that Neumora's offering documents contained false and misleading statements and omitted material facts about the prospects of navacaprant. The plaintiff seeks compensatory damages, fees and costs. The 10-Q does not give a class period or name the Securities Act sections invoked.

The prospectus shows an offering of 14,710,000 shares at $17.00 per share, with a total of $250,070,000. Neumora's proceeds before expenses were $232,565,100, after underwriting discounts and commissions of $17,504,900. Before the complaint was filed, on January 2, 2025, Neumora announced results of its Phase 3 KOASTAL-1 study of navacaprant in an 8-K. The 10-Q does not link the suit to that announcement.

Defendants

The company is a defendant. For the officers, the 10-Q says only "certain executive officers". The prospectus describes Gosebruch as the company's chief executive officer and Pinto as its chief financial officer at the time of the offering.

The prospectus names six underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc., which acted as representatives, along with Stifel, Nicolaus & Company, Incorporated; Guggenheim Securities, LLC; RBC Capital Markets, LLC; and William Blair & Company, L.L.C. It adds that Neumora agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Where it stands

The court appointed Victor Otcheretko as lead plaintiff on November 19, 2025. He filed an amended complaint on January 14, 2026, and defendants moved to dismiss it on March 11, 2026. He opposed on April 22, 2026. On May 1, 2026 he asked for leave to file a second amended complaint. The court granted that request on May 5, and he filed the second amended complaint the same day.

Defendants moved to dismiss the second amended complaint on June 15, 2026. The lead plaintiff's opposition was filed July 27, 2026, and the reply is due August 24, 2026. The court has not yet scheduled a hearing on the motion. We found no later Neumora filing that reports a ruling.

Neumora says it does not believe the allegations have merit.

Why it matters to shareholders

The 10-Q does not estimate a loss or mention an accrual for the suit. In its risk factors, Neumora says it is currently subject to securities class action litigation and may face more. It says this litigation could result in substantial costs and divert management's attention and resources.

The company has indemnification agreements with its directors and officers and says it currently has directors' and officers' insurance. It also warns that a sharp rise in the cost of that insurance could lead it to take lower policy limits or go without coverage it might otherwise rely on for defense costs, settlements and damages.

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