Minerva Neurosciences, Inc. (NERV) SEC Filings

Minerva Neurosciences, Inc. (NERV) reported the initial holdings of Chief Accounting Officer Anthony Aliquo. He directly holds 1,683 shares of Common Stock.

He also holds several Employee Stock Options to acquire Common Stock, including options with exercise prices of $27.68 (expiring 2030-09-15) for 5,000 underlying shares and $6.33 (expiring 2032-02-15) for 8,750 underlying shares. Additional options include grants at $3.11 for 19,167 shares, $6.41 for 20,000 shares, $2.12 for 22,000 shares, $3.98 for 300,000 shares, and $4.84 for 150,000 shares, with expiration dates ranging from 2032-12-12 to 2036-05-31. Footnotes state that some options are fully vested and others vest 25% on specified initial dates, then in equal quarterly installments over three years.

Balyasny Asset Management L.P. and affiliated entities report beneficial ownership of common stock of Minerva Neurosciences, Inc. The group may be deemed to beneficially own 4,654,212 shares, including 4,257,000 shares held by Atlas Private Holdings (Cayman) Ltd. and 397,212 shares issuable upon exercise of warrants.

This position represents approximately 9.99% of the outstanding shares, based on 46,588,709 shares outstanding as of April 30, 2026. The 13,500 warrants are subject to a Beneficial Ownership Limitation that prevents exercises which would increase ownership above 9.99%. Each reporting person has sole voting and dispositive power over 4,654,212 shares, with no shared power reported.

Minerva Neurosciences, Inc. has a significant shareholder group led by Farallon Capital Management, L.L.C. and related investment partnerships and individuals. These reporting persons together report beneficial ownership of 4,730,000 Shares of Minerva common stock, representing 9.7% of the class. The Farallon investment partnerships directly hold 2,365,000 Shares and 5,000 Preferred Tranche A Warrants, each warrant exercisable into one share of Series A convertible voting preferred stock. Each share of Series A Preferred Stock is convertible, at the holder’s option and subject to a 9.99% Beneficial Ownership Limitation, into 473 Shares. As of the reporting date, this limitation does not restrict conversion, so all such underlying Shares are included in the beneficial ownership reported.

Minerva Neurosciences, Inc. appointed Anthony Aliquo, previously Vice President, Controller, as Chief Accounting Officer and principal accounting officer, effective August 10, 2026. On the same date, Chief Financial Officer Frederick Ahlholm ceased serving as principal accounting officer but continues as CFO and principal financial officer.

Aliquo, age 39, has held successive accounting roles at Minerva since 2020 and previously worked as an auditor at BDO USA, P.C. and Deloitte & Touche, LLP. In connection with his promotion, the Board increased his annual base salary to $296,696, effective July 1, 2026, and raised his annual performance bonus target to 35% of base salary, with other compensation arrangements unchanged. The company states there are no special appointment arrangements, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure.

Minerva Neurosciences is a clinical-stage biopharmaceutical company developing CNS therapies, led by roluperidone for negative symptoms in schizophrenia. A new Phase 3 confirmatory C19 trial is underway, targeting 380 patients on 64 mg roluperidone versus placebo; the first patient was screened on March 31, 2026, with topline efficacy data expected in the second half of 2027.

For the quarter ended June 30, 2026, Minerva reported net income of $17.5 million, mainly from a $27.6 million non-cash gain on remeasuring its warrant liability, while operating expenses rose to $10.6 million. For the first six months of 2026, it recorded a net loss of $107.9 million, including an $81.8 million non-cash loss on the same liability, with research and development expenses of $12.4 million and general and administrative expenses of $14.9 million.

Cash, cash equivalents, marketable securities and restricted cash totaled $75.4 million as of June 30, 2026, which management believes will cover operating commitments for at least twelve months. Capital structure includes a $232.7 million warrant liability and a $60.0 million royalty obligation, contributing to a stockholders’ deficit of $213.3 million.

Minerva Neurosciences reported Q2 2026 results and progress on its confirmatory Phase 3 C19 trial of roluperidone for negative symptoms of schizophrenia. The trial is designed to enroll 380 adults, with Phase A topline efficacy data expected in the second half of 2027 and Phase B relapse data in the second half of 2028.

For the quarter ended June 30, 2026, Minerva posted GAAP net income of $17.5 million, or $0.36 per basic share and $(0.14) per diluted share, driven by a $27.6 million non-cash gain from the change in fair value of a warrant liability. Excluding this and stock-based compensation, adjusted non-GAAP net loss was $7.8 million, compared with $3.0 million a year earlier.

R&D expense rose to $7.2 million and G&A to $3.5 million, reflecting C19 trial spending, higher professional fees and earlier severance-related non-cash charges. Cash, cash equivalents, marketable securities and restricted cash totaled $75.4 million at June 30, 2026. GAAP total liabilities were $296.6 million, including warrant and future-royalty obligations, while non-GAAP total liabilities were $4.0 million.

Minerva Neurosciences, Inc. reported that director Inderjit Kaul received a grant of 12,147 stock options to purchase common stock at an exercise price of $3.97 per share, expiring on August 2, 2036. All 12,147 options are reported as directly held after the grant.

Vesting is performance- and time-based: 25% vests on November 14, 2026; 45% vests on the tenth day after a public announcement that a Phase 3 confirmatory trial of roluperidone in schizophrenia met its primary endpoint at 12 weeks; and the remaining 30% vests on the tenth day after public announcement of safety data from the 40-week relapse assessment phase, in each case while Kaul provides services under a consulting agreement dated November 14, 2025.

Federated Hermes, Inc. filed Amendment No. 1 to a Schedule 13G/A reporting ownership of 8,690,926 shares of Minerva Neurosciences, Inc. common stock, representing 17.17% of the class as shown on the cover pages (date noted: 06/30/2026). The amendment lists related reporting persons including the Voting Shares Irrevocable Trust and Thomas R., Ann C., and J. Christopher Donahue and includes a Rule 13d-4 disclaimer that they do not admit beneficial ownership of securities held by managed funds.

Minerva Neurosciences, Inc. reported that SVP, CFO and Secretary Frederick W. Ahlholm received a grant of stock options covering 680,000 shares of Common Stock. The options have an exercise price of $4.6800 per share and expire on June 2, 2036.

According to the footnote, the option vests 25% on June 3, 2027 and then in equal quarterly installments over three years. Following this grant, Ahlholm holds 680,000 stock options directly, and the filing does not show any related share sales or purchases.