STOCK TITAN
  1. Home
  2. Sec-filings
  3. NERV
  4. [8-K] Minerva Neurosciences, Inc. Reports Material Event

Minerva Neurosciences (NASDAQ: NERV) sets 2026 meeting and proposal deadlines

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
2026 annual meeting date June 3, 2026 Expected date of Minerva Neurosciences’ 2026 stockholder meeting
Deadline for stockholder business and nominations April 21, 2026 Close of business cutoff for 2026 annual meeting notices
Rule 14a-8 proposal deadline April 16, 2026 Cutoff for inclusion in 2026 proxy statement
Company address 1500 District Avenue, Burlington, MA 01803 Principal executive offices and mailing address for notices
annual meeting of stockholders financial
"the expected date for the Company’s 2026 annual meeting of stockholders"
amended and restated bylaws regulatory
"in accordance with the Company’s amended and restated bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Rule 14a-8 regulatory
"Stockholder proposals intended for inclusion in the Company’s proxy statement ... pursuant to Rule 14a-8"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
proxy statement financial
"Stockholder proposals intended for inclusion in the Company’s proxy statement for the Annual Meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Exchange Act regulatory
"rules and regulations promulgated under the Exchange Act and other applicable law"
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.
Understanding 8-K Material Events →
NASDAQ false 0001598646 0001598646 2026-04-06 2026-04-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2026

 

 

Minerva Neurosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-36517   26-0784194

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

ID Number)

1500 District Avenue, Burlington, MA 01803

(Address of principal executive offices) (Zip Code)

(617) 600-7373

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   NERV   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

Minerva Neurosciences, Inc. (the “Company”) today announced that the expected date for the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”) is June 3, 2026, which is more than 30 days before the one-year anniversary of the Company’s 2025 annual meeting of stockholders. In light of the foregoing, and in accordance with the Company’s amended and restated bylaws (the “Bylaws”), in order for any business to be brought before the Annual Meeting by a stockholder and for any person to be nominated for election to the Company’s board of directors at the Annual Meeting by a stockholder, such stockholder must notify the Company of such intention by notice received at the Company’s principal executive offices not later than the close of business on April 21, 2026. Stockholder proposals intended for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at the Company’s principal executive offices no later than the close of business on April 16, 2026, which the Company believes is a reasonable time before it begins to print and mail proxy materials for the Annual Meeting. In addition, all such stockholder notices and stockholder proposals must conform to the applicable requirements of the Bylaws, the rules and regulations promulgated under the Exchange Act and other applicable law. All such notices and stockholder proposals are to be directed to: Minerva Neurosciences, Inc., Attention: Secretary, 1500 District Avenue, Burlington, Massachusetts 01803.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MINERVA NEUROSCIENCES, INC.
Dated: April 6, 2026     By:  

/s/ Frederick Ahlholm

    Name:   Frederick Ahlholm
    Title:   Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

When will Minerva Neurosciences (NERV) hold its 2026 annual meeting?

Minerva Neurosciences expects to hold its 2026 annual meeting of stockholders on June 3, 2026. This date is more than 30 days before the one-year anniversary of the 2025 annual meeting, triggering adjusted deadlines for stockholder proposals and director nominations.

What is the deadline for Minerva Neurosciences (NERV) stockholders to submit business or director nominations for the 2026 meeting?

Stockholders must notify Minerva Neurosciences of any business to be brought before the 2026 annual meeting or any director nominations by the close of business on April 21, 2026. Notices must be delivered to the company’s principal executive offices and comply with its bylaws.

What is the Rule 14a-8 proposal deadline for Minerva Neurosciences (NERV) 2026 proxy statement?

Stockholder proposals for inclusion in Minerva Neurosciences’ 2026 proxy statement under Rule 14a-8 must be received by the close of business on April 16, 2026. The company states this is a reasonable time before it expects to begin printing and mailing proxy materials for the meeting.

Where should Minerva Neurosciences (NERV) stockholders send notices and proposals for the 2026 annual meeting?

Stockholder notices and proposals must be directed to Minerva Neurosciences, Inc., Attention: Secretary, 1500 District Avenue, Burlington, Massachusetts 01803. Submissions must also meet the requirements of the company’s amended and restated bylaws, Exchange Act rules, and other applicable law.

Why did Minerva Neurosciences (NERV) update deadlines for the 2026 annual meeting?

The company set its 2026 annual meeting for June 3, 2026, more than 30 days before the one-year anniversary of the 2025 meeting. This earlier timing, under its bylaws, requires specific new cutoff dates for stockholder business, director nominations, and Rule 14a-8 proposals.

Filing Exhibits & Attachments

3 documents

Other Documents