Welcome to our dedicated page for Minerva Neurosci SEC filings (Ticker: NERV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Minerva Neurosciences, Inc. (Nasdaq: NERV) SEC filings page on Stock Titan consolidates the company’s regulatory documents from EDGAR with AI-powered summaries to help readers interpret complex disclosures. As a clinical-stage biopharmaceutical company focused on central nervous system (CNS) diseases, Minerva uses its SEC reports to describe the status of its lead drug candidate roluperidone for negative symptoms of schizophrenia, its MIN-301 program for Parkinson’s disease, and the financial resources supporting these efforts.
In annual reports on Form 10-K and quarterly reports on Form 10-Q, Minerva provides audited and interim financial statements, research and development and general and administrative expense details, information about its liability related to the sale of future royalties, and discussion of risks associated with clinical development and regulatory review. These filings also reference the Complete Response Letter issued by the U.S. Food and Drug Administration (FDA) for the roluperidone New Drug Application and the requirement for a confirmatory Phase 3 trial.
Current reports on Form 8-K capture material events such as the October 2025 securities purchase agreement for Series A Convertible Preferred Stock and warrants, the related private placement financing of up to $200 million in gross proceeds, and the appointment of new directors and consulting arrangements tied to roluperidone’s Phase 3 program. Definitive proxy statements on Schedule 14A outline proposals for stockholder votes, including increases in authorized common stock, approval of common shares issuable upon conversion of the Series A Preferred Stock, and amendments to the company’s equity incentive plan.
On Stock Titan, each 10-K, 10-Q, 8-K, DEF 14A and related document is accompanied by AI-generated highlights that explain key points in plain language, such as how Minerva plans to use proceeds from financings, how it describes the design of its confirmatory trial, and what changes are proposed to its capital structure. Real-time updates from EDGAR and easy access to insider- and governance-related disclosures allow users to review Minerva’s regulatory history and understand how clinical, financial and corporate decisions are documented over time.
Minerva Neurosciences, Inc. is holding its 2026 virtual annual stockholder meeting on June 3, 2026 at 8:30 a.m. Eastern, with April 9, 2026 as the record date. Stockholders will vote on electing two directors, two charter amendments, executive pay, say‑on‑frequency, and auditor ratification.
The board seeks to add Delaware‑permitted exculpation for certain officers and to delete an exclusive‑forum clause from the charter, leaving the bylaw forum clause in place. The proxy details 2025 pay for executives, including CEO Remy Luthringer’s $675,027 salary, $482,644 bonus and $8.19 million in option awards.
Minerva Neurosciences Chief Business Officer and General Counsel James Joseph O'Connor received a grant of 350,800 employee stock options for common stock. The options have an exercise price of $6.97 per share and are held directly.
The option award vests 25% on April 21, 2027, with the remaining shares vesting in equal quarterly installments over the following three years, and expires on April 20, 2036. This is a compensation-related grant, not an open-market share purchase or sale, and leaves him holding 350,800 options after the transaction.
Minerva Neurosciences, Inc. filed an initial insider ownership report for James Joseph O'Connor, who serves as Chief Business Officer and General Counsel. The filing lists him as an officer but not as a director or ten percent owner, and shows no reportable transactions.
Minerva Neurosciences, Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held on June 3, 2026 at 8:30 a.m. Eastern. The record date is April 9, 2026.
Agenda items include election of directors, two proposed charter amendments (an Exculpation Amendment for certain officers and elimination of an exclusive forum clause), advisory votes on executive compensation and frequency, and ratification of Deloitte & Touche LLP as independent auditor. The proxy describes voting procedures, quorum and broker voting rules, board composition and committee charters, executive officer pay tables and related‑party disclosures.
Minerva Neurosciences, Inc. set the expected date for its 2026 annual meeting of stockholders for June 3, 2026, earlier than the one-year anniversary of its 2025 meeting.
Because of this earlier date, stockholders who wish to bring business before the meeting or nominate directors must deliver notice to the company’s Burlington, Massachusetts headquarters by the close of business on April 21, 2026. Stockholder proposals seeking inclusion in the proxy statement under Rule 14a-8 must arrive by the close of business on April 16, 2026 and comply with the company’s bylaws and Exchange Act rules.
Minerva Neurosciences, Inc. announced a leadership transition, as longtime executive Geoff Race resigned as President effective March 31, 2026, and Jim O’Connor will become Chief Business Officer and General Counsel effective April 21, 2026.
Under a Settlement Agreement, Minerva will pay Mr. Race his annual salary in lieu of a 12‑month notice period, 12 months of pension contributions, and a pro‑rated 2026 bonus, plus a £30,000 severance payment, 12 months of certain insurance contributions, and reimbursement of legal fees up to £15,000 plus VAT. All of Mr. Race’s outstanding stock options become fully vested as of March 31, 2026, and the exercise period is extended until midnight U.S. Eastern Time on January 1, 2030.
Minerva also entered into a Consultancy Agreement under which Mr. Race will serve as a consultant from April 15, 2026 through April 14, 2027, earning £333 per hour for a minimum of 35 hours per month, and he may be eligible for additional stock options at the Board’s discretion. The company highlighted Mr. Race’s 16‑year contribution and expressed confidence that Mr. O’Connor, who brings more than 20 years of legal and business experience, will support the strategy and the next planned Phase 3 trial of roluperidone for negative symptoms of schizophrenia.
Minerva Neurosciences director Inderjit Kaul received a stock option grant for 12,169 shares of Common Stock at an exercise price of $6.03 per share. The option expires on March 30, 2036 and is structured as performance- and time-based compensation, not an open-market share purchase or sale.
According to the vesting terms, 25% of the option vests on November 14, 2026. An additional 45% vests on the tenth day after Minerva publicly announces that its Phase 3 confirmatory trial of roluperidone in schizophrenia has achieved the primary endpoint at the 12-week timepoint on a statistically significant basis. The remaining 30% vests on the tenth day after Minerva publicly announces safety data from the 40-week relapse assessment phase, provided Kaul is providing services under a consulting agreement dated November 14, 2025 on each vesting date.
Federated Hermes Kaufmann Fund II reported a sale of 3,658 shares of Common Stock of NERV.
The filing shows the transaction date as 03/10/2026 and an aggregate amount of $29,331.18. The Form 144 notice lists prior "Securities To Be Sold" activity including a 17,225-share secondary/open-market entry dated 04/15/2015.
Federated Hermes Kaufmann Small Cap Fund reported a sale of 97,549 shares of Common Stock of NERV on 03/10/2026 for $743,274.98. The filing also lists a prior entry showing 534,050 shares of Common Stock described as "Secondary Offering/Open Market" dated 04/15/2015 with Cash as the consideration type.