Correspondence 0001193125-23-221597 from Neumora Therapeutics, Inc. (NMRA) (CIK 0001885522) (NMRA)
Neumora Therapeutics, Inc. (NMRA) (CIK 0001885522)
Date: Aug. 25, 2023 · CIK: 0001885522 · Accession: 0001193125-23-221597
AI Filing Summary & Sentiment
Letter
505 Montgomery Street, Suite 2000
San Francisco, California 94111-6538
Tel: +1.415.391.0600 Fax: +1.415.395.8095
www.lw.com
FIRM / AFFILIATE OFFICES
August 25, 2023
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VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Eric Atallah
Al Pavot
Daniel Crawford
Laura Crotty
Re: Neumora Therapeutics, Inc.
Amendment No. 9 to Draft Registration Statement on Form S-1
Submitted August 9, 2023
CIK No. 0001885522
Ladies and Gentlemen:
On behalf of our client, Neumora Therapeutics, Inc. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted a draft registration statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on November 8, 2021 (the “Draft Submission”), which was amended by Amendment No. 1 to the Draft Submission confidentially submitted by the Company to the Commission on December 23, 2021 (“Submission No. 2”), Amendment No. 2 to the Draft Submission confidentially submitted by the Company to the Commission on February 11, 2022 (“Submission No. 3”), Amendment No. 3 to the Draft Submission confidentially submitted by the Company to the Commission on May 2, 2022 (“Submission No. 4”), Amendment No. 4 to the Draft Submission confidentially submitted by the
August 25, 2023
Page
Company to the Commission on June 10, 2022 (“Submission No. 5”), Amendment No. 5 to the Draft Submission confidentially submitted by the Company to the Commission on September 2, 2022 (“Submission No. 6”), Amendment No. 6 to the Draft Submission confidentially submitted by the Company to the Commission on May 2, 2023 (“Submission No. 7”), Amendment No. 7 to the Draft Submission confidentially submitted by the Company to the Commission on June 30, 2023 (“Submission No. 8”), and Amendment No. 8 to the Draft Submission confidentially submitted by the Company to the Commission on August 9, 2023 (“Submission No. 9”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Submission No. 9 dated August 17, 2023 from the staff of the Commission (the “Staff”).
For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto.
Amendment No. 9 to Draft Registration Statement on Form S-1 submitted August 9, 2023
Prospectus Summary
Overview, page 1
1. We note your statements throughout the prospectus that several of your programs target novel mechanisms of actions that “have shown preclinical and clinical validation” by Neumora and other leading biopharmaceutical companies. Please revise your disclosure to explain what you mean by “validation” and provide support for each statement. Please also ensure that this disclosure does not imply that approval by the FDA or similar regulatory bodies is assured, as such determination is not within the control of the company.
Response: In response to the Staff’s comment, the Company has revised pages 2 and 116 of the Registration Statement.
* * *
August 25, 2023
Page
We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (415) 395-8216 or by email to Phillip.Stoup@lw.com with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Phillip Stoup
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CORRESP 1 filename1.htm CORRESP 505 Montgomery Street, Suite 2000 San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095 www.lw.com FIRM / AFFILIATE OFFICES August 25, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C. VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Eric Atallah Al Pavot Daniel Crawford Laura Crotty Re: Neumora Therapeutics, Inc. Amendment No. 9 to Draft Registration Statement on Form S-1 Submitted August 9, 2023 CIK No. 0001885522 Ladies and Gentlemen: On behalf of our client, Neumora Therapeutics, Inc. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted a draft registration statement on Form S-1 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on November 8, 2021 (the “Draft Submission”), which was amended by Amendment No. 1 to the Draft Submission confidentially submitted by the Company to the Commission on December 23, 2021 (“Submission No. 2”), Amendment No. 2 to the Draft Submission confidentially submitted by the Company to the Commission on February 11, 2022 (“Submission No. 3”), Amendment No. 3 to the Draft Submission confidentially submitted by the Company to the Commission on May 2, 2022 (“Submission No. 4”), Amendment No. 4 to the Draft Submission confidentially submitted by the August 25, 2023 Page 2 Company to the Commission on June 10, 2022 (“Submission No. 5”), Amendment No. 5 to the Draft Submission confidentially submitted by the Company to the Commission on September 2, 2022 (“Submission No. 6”), Amendment No. 6 to the Draft Submission confidentially submitted by the Company to the Commission on May 2, 2023 (“Submission No. 7”), Amendment No. 7 to the Draft Submission confidentially submitted by the Company to the Commission on June 30, 2023 (“Submission No. 8”), and Amendment No. 8 to the Draft Submission confidentially submitted by the Company to the Commission on August 9, 2023 (“Submission No. 9”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Submission No. 9 dated August 17, 2023 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto. Amendment No. 9 to Draft Registration Statement on Form S-1 submitted August 9, 2023 Prospectus Summary Overview, page 1 1. We note your statements throughout the prospectus that several of your programs target novel mechanisms of actions that “have shown preclinical and clinical validation” by Neumora and other leading biopharmaceutical companies. Please revise your disclosure to explain what you mean by “validation” and provide support for each statement. Please also ensure that this disclosure does not imply that approval by the FDA or similar regulatory bodies is assured, as such determination is not within the control of the company. Response: In response to the Staff’s comment, the Company has revised pages 2 and 116 of the Registration Statement. * * * August 25, 2023 Page 3 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (415) 395-8216 or by email to Phillip.Stoup@lw.com with any questions or comments regarding this correspondence. Very truly yours, /s/ Phillip Stoup Phillip Stoup of LATHAM & WATKINS LLP cc: Henry O. Gosebruch, Neumora Therapeutics, Inc. Paul L. Berns, Neumora Therapeutics, Inc. Shayne Kennedy, Latham & Watkins LLP Charles S. Kim, Cooley LLP Kristin VanderPas, Cooley LLP Dave Peinsipp, Cooley LLP Denny Won, Cooley LLP