STOCK TITAN

Minerva Neurosciences (Nasdaq: NERV) swings to Q2 profit on warrant gain

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Adjusted non-GAAP losses widened, with Q2 2026 adjusted net loss at $7.8 million and six-month adjusted net loss at $15.1 million, compared to $3.0 million and $6.4 million, respectively, in 2025.
  • Reported GAAP liabilities are sizable, totaling $296.6 million at June 30, 2026, including warrant and future-royalty obligations that significantly exceed non-GAAP operating liabilities of $4.0 million.

Filing Explained

The filing adds a scientific advisory board, while its quarterly-results release remains furnished rather than filed under the Exchange Act.

This Form 8-K reports the company’s second-quarter results and business updates; its Exhibit 99.1 press release was furnished under Item 2.02 and is expressly not deemed filed for Exchange Act Section 18 purposes.

The new organizational disclosure is the establishment of a Scientific Advisory Board of three named psychiatry and neuroscience experts to guide the ongoing confirmatory Phase 3 trial of roluperidone.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 GAAP net income $17.5 million Quarter ended June 30, 2026; $0.36 basic EPS
Q2 2026 adjusted net loss (non-GAAP) $7.8 million Excludes warrant fair-value gain and stock-based compensation
Six-month 2026 GAAP net loss $107.9 million Six months ended June 30, 2026
Six-month 2026 adjusted net loss (non-GAAP) $15.1 million Excludes warrant fair-value loss and stock-based compensation
Cash, cash equivalents, marketable securities and restricted cash $75.4 million Balance at June 30, 2026
GAAP total liabilities $296.6 million As of June 30, 2026
Non-GAAP total liabilities $4.0 million Excludes warrant and future-royalty liabilities; June 30, 2026
Warrant liability 232,690 (in thousands) Fair value of warrant liability at June 30, 2026
warrant liability financial
"non-cash gain of $27.6 million related to the change in fair value of the warrant liability"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
Marder Negative Symptoms Factor Score medical
"primary endpoint: change from baseline in the Marder Negative Symptoms Factor Score (NSFS)"
double-dummy, active-controlled, randomized design medical
"Phase B extends the trial for 52 weeks using a double-dummy, active-controlled, randomized design"
Personal and Social Performance (PSP) total score medical
"key secondary endpoint is the change from baseline in the Personal and Social Performance (PSP) total score"
Q2 2026 GAAP net income $17.5 million Compared to a net loss of $3.3 million in Q2 2025.
Q2 2026 adjusted net loss (non-GAAP) $7.8 million Compared to an adjusted net loss of $3.0 million in Q2 2025.
Six-month 2026 GAAP net loss $107.9 million Compared to a net loss of $7.0 million for the six months ended June 30, 2025.
Six-month 2026 adjusted net loss (non-GAAP) $15.1 million Compared to an adjusted net loss of $6.4 million for the six months ended June 30, 2025.
Q2 2026 R&D expense $7.2 million Compared to $1.3 million in R&D expense for Q2 2025.
Q2 2026 G&A expense $3.5 million Compared to $2.1 million in G&A expense for Q2 2025.
Cash and investments at June 30, 2026 $75.4 million Compared to $82.4 million at December 31, 2025.

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FAQ

What were Minerva Neurosciences (NERV) Q2 2026 financial results?

Minerva reported GAAP net income of $17.5 million, or $0.36 per basic share and $(0.14) per diluted share, for Q2 2026. On a non-GAAP basis, excluding warrant fair-value changes and stock-based compensation, it recorded an adjusted net loss of $7.8 million.

How did the warrant liability affect NERV’s 2026 results?

In Q2 2026 Minerva recorded a $27.6 million non-cash gain from the change in fair value of its warrant liability, driving GAAP profitability. For the six months ended June 30, 2026, it booked a $81.8 million non-cash loss from the same warrant liability.

What is Minerva Neurosciences’ (NERV) cash position as of June 30, 2026?

As of June 30, 2026, Minerva held $75.4 million in cash, cash equivalents, marketable securities and restricted cash, compared with $82.4 million at December 31, 2025. The decline reflects funding of R&D, G&A and ongoing Phase 3 clinical trial activities.

What are the key details and timing of Minerva’s Phase 3 C19 trial?

The MIN-101C19 study will enroll 380 adults with moderate to severe negative symptoms of schizophrenia. Phase A is a 12-week placebo-controlled phase with topline data expected in 2H 2027; Phase B follows patients for 52 weeks, with relapse data expected in 2H 2028.

How have NERV’s R&D and G&A expenses changed in 2026?

For Q2 2026, R&D expense rose to $7.2 million from $1.3 million, driven mainly by the C19 trial and higher compensation. G&A expense increased to $3.5 million from $2.1 million, reflecting higher professional fees and earlier severance-related stock-option charges.

What non-GAAP measures does Minerva Neurosciences (NERV) report?

Minerva provides non-GAAP total liabilities and adjusted net income (loss). Non-GAAP liabilities exclude the warrant liability and liability related to the sale of future royalties. Adjusted net income (loss) excludes stock-based compensation and changes in fair value of the warrant liability.

How large are Minerva Neurosciences’ liabilities and what drives them?

At June 30, 2026, Minerva’s GAAP total liabilities were $296.6 million, including a warrant liability and a liability from the sale of future royalties. Excluding these items, non-GAAP total liabilities were $4.0 million, highlighting the impact of these financing-related obligations.
NASDAQ false 0001598646 0001598646 2026-08-07 2026-08-07
 
 

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): August 7, 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
Identification No.)

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 2.02.

Results of Operations and Financial Condition.

On August 7, 2026, Minerva Neurosciences, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filling.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release issued by Minerva Neurosciences, Inc. dated August 7, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2


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.

 

Date: August 7, 2026     MINERVA NEUROSCIENCES, INC.
     

/s/ Fred Ahlholm

      Name: Fred Ahlholm
      Title: Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO

Minerva Neurosciences Provides Second Quarter 2026 Financial Results and Business Updates

Confirmatory Phase 3 trial of roluperidone (MIN-101C19) ongoing with topline efficacy data expected 2H 2027

Scientific Advisory Board of leading experts in psychiatry and neuroscience established to guide the confirmatory Phase 3 trial of roluperidone

Roluperidone remains the only late-stage drug candidate for this high-need population

BURLINGTON, Mass.– August 7, 2026 (GLOBE NEWSWIRE) – Minerva Neurosciences, Inc. (Nasdaq: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system (CNS) disorders, today reported financial and business updates for the second quarter ended June 30, 2026.

“The psychiatry field has increasingly recognized negative symptoms as a distinct, undertreated driver of disability in schizophrenia, separate from the positive symptoms that current antipsychotics are designed to address,” said Remy Luthringer, Ph.D., Chief Executive Officer of Minerva Neurosciences. “Roluperidone is the only late-stage candidate targeting negative symptoms directly. The C19 study, our ongoing confirmatory Phase 3 trial, is designed to confirm the effect we saw in our prior studies. We remain focused on execution and on track for topline efficacy data in the second half of 2027.”

Corporate Updates

Roluperidone - potentially the First Treatment for Negative Symptoms of Schizophrenia

 

   

Minerva’s global confirmatory Phase 3 clinical trial of roluperidone for the treatment of negative symptoms of schizophrenia (the C19 Study) is designed to enroll 380 patients across approximately 40 clinical sites worldwide, including the United States (US) and multiple European countries.

 

   

The C19 Study follows productive discussions with the FDA on the overall design and efficacy assessments and builds directly on Minerva’s clinical success in the prior pivotal Phase 2b and Phase 3 trials (C03 and C07).

 

   

Phase A of the C19 Study will evaluate roluperidone 64 mg versus placebo to confirm the effect of roluperidone on primary negative symptoms at 12 weeks.


   

Phase B of the C19 Study will evaluate longer-term relapse of positive symptoms for roluperidone versus commonly prescribed antipsychotic medications for an additional 52-week period. The topline data from Phase B is expected in 2H 2028.

 

   

See “About the Phase 3 MIN-101C19 Trial” below for more information.

 

   

Roluperidone remains the only late-stage drug candidate for this high-need population.

Scientific Advisory Board

 

   

Minerva previously announced the formation of its Scientific Advisory Board (SAB) on June 1, 2026, comprising eight members with significant experience in psychiatry and neuroscience research, who will advise on the ongoing Phase 3 confirmatory trial of roluperidone as well as potential future pipeline programs.

 

   

Minerva recently added three additional members to its SAB, bringing the total to eleven members:

Christoph Correll, MD – Clinical Professor of Psychiatry and Molecular Medicine, The Donald and Barbara Zucker School of Medicine at Hofstra University;

Stefan Leucht, MD – Head of the Section for Evidence-Based Medicine in Psychiatry and Psychotherapy at the Department of Psychiatry and Psychotherapy, Technical University of Munich; and

Michael Sand, PhD, MPH – S2 Consulting LLC; formerly a board observer on the Minerva board of directors representing Boehringer Ingelheim.

Scientific Publication – Minerva team advancing thought leadership in schizophrenia research

 

   

Remy Luthringer, Ph.D. (Chief Executive Officer), Michael Davidson, MD (Chief Medical Officer) and Jonathan Rabinowitz, PhD (biostatistical consultant) continue to advance thought leadership in schizophrenia research through coauthoring findings from a longitudinal analysis of 1,139 patients enrolled in the CATIE trial, one of the largest and most influential studies conducted in schizophrenia (Speyer et al., 2026). The analysis found that patients with greater negative symptom severity experienced a lower likelihood of short-term worsening of positive symptoms.

 

   

The findings suggest a relatively stable illness course among individuals with more severe negative symptoms. These results have implications for prognosis and treatment planning, while underscoring the persistent functional burden imposed by negative symptoms despite lower exacerbation risk.

Second Quarter and Six Months 2026 Financial Results

Research and development (R&D) expense: For the three months ended June 30, 2026 and 2025, R&D expense was $7.2 million and $1.3 million, respectively. For the six months ended June 30, 2026 and 2025, R&D expense was $12.4 million and $2.7 million, respectively. R&D expense was higher versus the prior year period in both the three and six months ended June 30 primarily due to expenses related to the C19 trial as well as higher compensation costs.


General and administrative (G&A) expense: For the three months ended June 30, 2026 and 2025, G&A expense was $3.5 million and $2.1 million, respectively. G&A expense was higher versus the prior year period primarily due to higher professional service fees and compensation costs. For the six months ended June 30, 2026 and 2025, G&A expense was $14.9 million and $4.6 million, respectively. G&A expense was higher versus the prior year period primarily due to higher professional service fees as well as costs related to a severance agreement in the first quarter, which included a $6.6 million one-time, non-cash charge for the modification of the terms of previously granted stock options.

Other income and expense: For the three months ended June 30, 2026 and 2025, investment income was $0.6 million and $0.1 million, respectively. For the six months ended June 30, 2026 and 2025, investment income was $1.2 million and $0.3 million, respectively. The increase is primarily due to higher cash equivalents and marketable securities balances.

Change in Fair Value of Warrant Liability1: For the three months ended June 30, 2026, the Company recorded a non-cash gain of $27.6 million related to the change in fair value of the warrant liability. For the six months ended June 30, 2026, the Company recorded a non-cash loss of $81.8 million related to the change in fair value of the warrant liability. The gain and loss, respectively, on the change in fair value of the warrant liability is related to the warrants issued in conjunction with the October 2025 private placement.

Total Liabilities: Under U.S. Generally Accepted Accounting Principles (“GAAP”), for the periods ended June 30, 2026 and December 31, 2025, total liabilities were $296.6 million and $233.8 million, respectively. Excluding the warrant liability and liability related to the sale of future royalties, non-GAAP total liabilities* were $4.0 million and $2.3 million for the periods ended June 30, 2026 and December 31, 2025, respectively.

Net Income (Loss): For the three months ended June 30, 2026, Minerva recorded a GAAP net income of $17.5 million, or $0.36 per basic share and $(0.14) per diluted share, compared to a net loss of $3.3 million, or $(0.43) per basic and diluted share, for the three months ended June 30, 2025. The quarter’s GAAP net income was driven by a $27.6 million non-cash gain on the change in fair value of the warrant liability1; excluding that gain and stock-based compensation expense, adjusted (non-GAAP) net loss* for the quarter was $7.8 million, compared to an adjusted net loss* of $3.0 million in the prior-year period.

 
1 

The warrant liability is a non-cash, mark-to-market obligation revalued each period based on Minerva’s stock price and other inputs; its fluctuation does not reflect the Company’s operating performance or cash position.


For the six months ended June 30, 2026, Minerva recorded a GAAP net loss of $107.9 million, or $2.38 per basic and diluted share, compared to a net loss of $7.0 million, or $0.93 per basic and diluted share, for the six months ended June 30, 2025. The six-month loss reflects a $81.8 million non-cash loss on the change in fair value of the warrant liability1, the inverse of the gain recorded in the second quarter, meaning the liability’s fair value moved unfavorably in the first quarter by more than it moved favorably in the second. Excluding that loss and stock-based compensation expense, adjusted (non-GAAP) net loss* for the six months was $15.1 million, compared to an adjusted net loss* of $6.4 million in the prior-year period.

Cash Position: Cash, cash equivalents, marketable securities and restricted cash at June 30, 2026 was approximately $75.4 million, as compared to $82.4 million at December 31, 2025.

 

*

Definitions of the non-GAAP measures used by Minerva and a reconciliation of such measures to the related GAAP financial measure can be found under the sections below titled “Non-GAAP Financial Measures” and “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures.”

About the Phase 3 MIN-101C19 Trial

Minerva’s Phase 3 MIN-101C19 trial (the C19 Study) is designed to enroll 380 adults aged 18–55 with moderate to severe negative symptoms of schizophrenia, confirmed by a Positive and Negative Syndrome Scale (PANSS) negative subscale score greater than 20 and stable positive symptoms for at least six months. The C19 Study utilizes a two-part design. The overall objective of the study is to confirm the effect of roluperidone on primary negative symptoms at 12 weeks compared to placebo (Phase A) and to evaluate longer-term relapse of positive symptoms compared with commonly prescribed antipsychotic medications for an additional 52 weeks (Phase B).

The trial is designed to minimize variability and maximize sensitivity to treatment effect, including standardized assessments, and comprehensive caregiver engagement. The trial’s operational model includes intensive rater training, real-time monitoring of scoring data, and structured caregiver outreach to support safety tracking, functional assessments, and adherence.

Phase A is a 12-week, randomized, double-blind, placebo-controlled phase during which patients will receive 64 mg of roluperidone or placebo to evaluate the primary endpoint: change from baseline in the Marder Negative Symptoms Factor Score (NSFS), which is a factor-analytic composite created from selected PANSS items. The sole key secondary endpoint is the change from baseline in the Personal and Social Performance (PSP) total score. Other secondary endpoints include a broad set of additional clinical measures, including PANSS subscales, Clinical Global Impression – Severity (CGI-S), Clinical Global Impression – Improvement (CGI-I), the Calgary Depression Scale, avolition-specific analyses, and patient and caregiver treatment-satisfaction ratings. Topline data from Phase A of the trial is expected in the second half of 2027.


Phase B extends the trial for an additional 52 weeks using a double-dummy, active-controlled, randomized design comparing continued roluperidone with three commonly prescribed antipsychotic medications (risperidone, aripiprazole, or olanzapine). This phase is designed to compare relapse rates between treatment groups. Relapses of positive symptoms will be evaluated using a rigorous, multi-component definition incorporating psychometric endpoints based on PANSS score worsening, and clinically meaningful events such as hospitalization or dangerous behavior. Topline data from Phase B of the trial is expected in the second half of 2028.

About Minerva Neurosciences

Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company focused on developing product candidates to treat CNS diseases. Minerva is conducting a confirmatory Phase 3 trial with roluperidone for negative symptoms of schizophrenia. For more information, please visit the Company’s website.

Non-GAAP Financial Measures

In addition to the financial information presented in this release in accordance with accounting principles generally accepted in the United States of America (GAAP), Minerva also presents adjusted non-GAAP financial measures.

Non-GAAP financial measures are included with the intent of providing investors with an understanding of Minerva’s historical financial results and trends and to facilitate comparisons between periods. In addition, these non-GAAP financial measures are among the indicators that Minerva’s management uses for planning and forecasting purposes and measuring Minerva’s performance. Minerva believes that these non-GAAP financial measures, when considered together with U.S. GAAP measures, can enhance the understanding of its financial and operating performance. Non-GAAP financial measures have no standardized meaning and investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies. The limitations of using non-GAAP financial measures as performance measures are that they provide a view of Minerva’s results of operations without including all events during a period and may not provide a comparable view of Minerva’s performance to other companies in the biopharmaceutical industry. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate the business.

Non-GAAP total liabilities is defined as GAAP total liabilities, excluding warrant liability and liability related to the sale of future royalties.

Non-GAAP adjusted net income (loss) is defined as GAAP net income (loss), adjusted to exclude non-cash items related to: (i) stock-based compensation expense and (ii) changes in fair value of warrant liability.


Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the expected timeline, design, enrollment and conduct of Minerva’s confirmatory Phase 3 trial of roluperidone for the treatment of negative symptoms of schizophrenia, including the timing of its results; the regulatory and therapeutic potential of roluperidone; clinical adoption of treatments focused on negative symptoms of schizophrenia; market opportunities; and Minerva’s plans and objectives with respect to the roluperidone program. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the inability to predict with certainty the level of expenditures and resources required for the confirmatory Phase 3 trial for roluperidone and other operational matters following Minerva’s plans to refocus efforts on the successful execution of the Phase 3 trial; Minerva’s future financial performance and position may not improve, resulting in difficulties in implementing Minerva’s business strategy, and plans and objectives for future operations; the expected sufficiency of Minerva’s existing cash resources and runway may not be accurate resulting in the need for additional financing sooner than anticipated or unexpected liquidity constraints; the internal and external costs required for Minerva’s ongoing and planned activities, and the resulting impact on expense and use of cash, may be higher than expected, which may cause Minerva to use cash more quickly than expected or to change or curtail some of Minerva’s plans or both; trials and studies may be delayed and may not have satisfactory outcomes, and earlier trials and studies may not be predictive of later trials and studies; the design and rate of enrollment for clinical trials, including the current design of the Phase 3 confirmatory trial evaluating roluperidone may not enable successful completion of the trial(s); the commercial opportunity for roluperidone in negative symptoms of Schizophrenia may be smaller than anticipated; Minerva may be unable to obtain and maintain regulatory approvals, including uncertainties associated with the development and timing of Minerva’s interactions with the FDA; Minerva may experience uncertainties inherent in the initiation and completion of clinical trials and clinical development; the need to align with collaborators or partners may hamper or delay development and regulatory efforts or increase costs; uncertainties of patent protection and litigation; general economic conditions; and other factors that are described under the caption “Risk Factors” in Minerva’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026, as supplemented by Minerva’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 7, 2026. Copies of reports filed with the SEC are posted on Minerva’s website at http://ir.minervaneurosciences.com/. The forward-looking statements in this press release are based on information available to Minerva as of the date hereof, and Minerva disclaims any obligation to update any forward-looking statements, except as required by law.


Contacts:

Frederick Ahlholm

Chief Financial Officer

Minerva Neurosciences, Inc.

fahlholm@minervaneurosciences.com

Corey Davis, Ph.D.

LifeSci Advisors, LLC

212-915-2577

cdavis@lifesciadvisors.com


CONDENSED CONSOLIDATED BALANCE SHEET DATA

(Unaudited)

 

     June 30, 2026     December 31, 2025  
     (in thousands)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 24,652     $ 82,302  

Marketable securities

     50,615       —   

Restricted cash

     100       100  

Prepaid expenses and other current assets

     4,366       698  

Total current assets

     79,733       83,100  

Goodwill

     14,869       14,869  

Deferred public offering costs

     487       —   

Total assets

   $ 95,089     $ 97,969  

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable

   $ 1,447     $ 639  

Accrued expenses and other current liabilities

     2,511       1,651  

Total current liabilities

     3,958       2,290  

Long-term liabilities:

    

Warrant liability

     232,690       171,465  

Liability related to the sale of future royalties

     60,000       60,000  

Total liabilities

     296,648       233,755  

Redeemable preferred stock:

    

Series A convertible preferred stock

     11,741       4,962  

Stockholders’ deficit:

    

Common stock

     5       4  

Additional paid-in capital

     583,432       548,047  

Accumulated deficit

     (796,737     (688,799

Total stockholders’ deficit

     (213,300     (140,748

Total liabilities, redeemable preferred stock and stockholders’ deficit

   $ 95,089     $ 97,969  


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months
Ended June 30,
          Six Months
Ended June 30,
       
     2026     2025     2026     2025  

Operating expenses:

        

Research and development

   $ 7,187     $ 1,298     $ 12,442     $ 2,660  

General and administrative

     3,455       2,076       14,872       4,617  

Total operating expenses

     10,642       3,374       27,314       7,277  

Loss from operations

     (10,642     (3,374     (27,314     (7,277

Foreign exchange losses

     (14     (21     (16     (30

Investment income

     569       136       1,199       295  

Change in fair value of warrant liability

     27,553       —        (81,807     —   

Net income (loss)

   $ 17,466     $ (3,259   $ (107,938   $ (7,012

Undistributed earnings attributable to participating preferred stock

     (819     —        —        —   

Net income (loss) attributable to common stockholders

   $ 16,647     $ (3,259   $ (107,938   $ (7,012

Net income (loss) per share, basic

   $ 0.36     $ (0.43   $ (2.38   $ (0.93

Weighted average shares outstanding, basic

     46,599       7,569       45,257       7,569  

Net income (loss) per share, diluted

   $ (0.14   $ (0.43   $ (2.38   $ (0.93

Weighted average shares outstanding, diluted

     79,105       7,569       45,257       7,569  

RECONCILIATION OF TOTAL LIABILITIES - NON-GAAP

(Unaudited)

 

     June 30, 2026     December 31, 2025  

Current liabilities:

    

Accounts payable

   $ 1,447     $ 639  

Accrued expenses and other current liabilities

     2,511       1,651  

Total current liabilities

     3,958       2,290  

Long-term liabilities:

    

Warrant liability

     232,690       171,465  

Liability related to the sale of future royalties

     60,000       60,000  

Total liabilities - GAAP

     296,648       233,755  

Reconciling items:

    

Warrant liability

     (232,690     (171,465

Liability related to the sale of future royalties

     (60,000     (60,000

Total liabilities - non-GAAP

   $ 3,958     $ 2,290  


RECONCILIATION OF ADJUSTED NET (LOSS) INCOME - NON-GAAP

(Unaudited)

 

     Three Months
Ended June 30,
          Six Months
Ended June 30,
       
     2026     2025     2026     2025  

Net income (loss) - GAAP

   $ 17,466     $ (3,259   $ (107,938   $ (7,012

Reconciling items:

        

Stock-based compensation expense

     2,273       298       10,983       595  

Changes in fair value of warrant liability

     (27,553     —        81,807       —   

Adjusted net (loss) income - non-GAAP

   $ (7,814   $ (2,961   $ (15,148   $ (6,417

Filing Exhibits & Attachments

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