L.O.T.W. #144 - Neumora Therapeutics Set to Scale New Peaks with New Structured Growth Debt Facility
New multi-tranche term loan from K2 HealthVentures, LLC provides immediate capital to bolster balance sheet and future access to additional liquidity contingent on clinical and financial milestones
In May ‘25, Neumora Therapeutics entered into a four-year, $125 million structured debt facility with K2 HealthVentures, providing flexible, non-dilutive capital to support its advancing CNS pipeline. Terms include long (and extendable) 36-month interest only period, a principal to equity conversation option, and a $5 million right to invest.
👓At a Glance
Origination Date: May 9, 2025
Borrower: Neumora Therapeutics, Inc.
Lender: K2 HealthVentures, LLC
Deal Size: $125 million
Structure: Multi-tranche term loan
Rate: Variable, greater of 10.45% and Prime + 2.95%
Term: ~48 months, extendable to ~60 upon occurrence of extension event
Use of Proceeds: Bolster balance sheet liquidity; General corporate purposes
Source: Press Release
📷Borrower Snapshot
Sector: Health Care
Subsector: Pharmaceuticals
Ownership: Public (NASDAQ:NMRA)
Commercial Stage: Pre-revenue; EBITDA (-)
Business Overview: Neumora Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing precision medicines for central nervous system (CNS) and brain diseases, addressing high unmet needs in both neuropsychiatric and neurodegenerative disorders. Founded in 2019 and headquartered in Watertown, Massachusetts, Neumora employs a data-driven precision neuroscience platform to identify novel mechanisms of action and target specific patient populations, integrating translational, clinical, and computational tools to inform development strategy.
The company’s pipeline comprises seven programs spanning clinical and preclinical stages, with lead candidates including navacaprant, a selective kappa opioid receptor antagonist in Phase 3 development for major depressive disorder, and NMRA-511, advancing in early clinical studies for agitation associated with Alzheimer’s disease. Other programs target indications such as schizophrenia, Parkinson’s disease, and amyotrophic lateral sclerosis through differentiated mechanisms.
⚙️Structure & Terms
Source: SEC 10-Q
Commitment: $125 million
Tranche 1 - $40 million ($20 million funded at close)
Tranche 2 - $20 million
subject to undisclosed clinical milestone and a financial milestone, as described below
raise at least $175 million from i) equity security sales, and/or ii) from upfront or milestone related payment from business development efforts so long as at least $150 million is received from the sale of equity securities
Tranche 3 - $15 million
subject to undisclosed clinical milestone
Tranche 4 - $50 million (subject to lender approval)
Repayment: 36 months I/O unless 2nd tranche is funded, then extendable to 48 months I/O; 12 month amortization
Principal Conversion Option: Structure includes provision that allows Lender to convert up to $10 million of principal amount into shares of the Borrower’s stock
Maturity: May 1, 2028 extendable to May 1, 2029
Collateral: Senior secured all asset lien, excluding IP
Rate: Variable, greater of 10.45% and Prime + 2.95%
Fees:
$1.7 million of debt issuance costs including a facility fee of $800k
Others fees were contained in an undisclosed fee letter
Financial Covenant:
Min Remaining Months Liquidity
4 months RML (commencing from Jan 1 ‘26 through earlier of achievement of Second Tranche Milestone or Sept 30 ‘26)
If Second Tranche Milestone is unlikely to be achieved, then Borrower required to maintain a liquidity amount (x % of total senior debt) tied to its current market capitalization
Min Cash
If Second Tranche Milestone is achieved by Sept 30 ‘26 - liquidity must be greater than / equal to 50% of senior debt; waived if market capitalization is over a certain threshold
If Second Tranche Milestone isn’t achieved by Sept 30 ‘26, then Borrower required to maintain a liquidity amount (x % of total senior debt) tied to its current market capitalization