Every 8-K that Minerva Neurosciences, Inc (NERV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NERV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NERV filings page.
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 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 results of its 2026 annual meeting, where stockholders approved amendments to its certificate of incorporation and bylaws. Investors backed an amendment limiting monetary liability of certain officers to the fullest extent permitted by Delaware law and another removing the company’s exclusive forum provision, both now reflected in a restated charter effective upon filing on June 4, 2026. The board also adopted amended and restated bylaws with technical and conforming updates, effective June 3, 2026. Stockholders approved all routine items, including director elections, executive compensation on an advisory basis, holding future say‑on‑pay votes annually, and ratifying Deloitte & Touche LLP as auditor. A total of 43,934,706 shares of common stock were entitled to vote as of the April 9, 2026 record date.
Minerva Neurosciences, Inc. entered a new at-the-market stock offering program with Leerink Partners, allowing the company to sell up to $75.0 million of common stock from time to time under an effective shelf registration. Leerink will receive a 3.0% commission on gross proceeds for any shares sold and is not obligated to sell a specific amount, while Minerva is not required to issue any shares and may suspend or terminate the program at its discretion.
Minerva also provided an update on its Phase 3 C19 trial of roluperidone for negative symptoms of schizophrenia. Following additional FDA feedback, the relapse assessment phase was extended from 40 weeks to 52 weeks, with patients receiving either a daily 64 mg dose of roluperidone or antipsychotics after the 12‑week primary efficacy period. The company continues to expect topline efficacy results in the second half of 2027 and relapse assessment data in the second half of 2028.
Minerva Neurosciences reported first quarter 2026 results and progress on its lead drug roluperidone for negative symptoms of schizophrenia. The company has initiated its confirmatory Phase 3 MIN-101C19 trial and screened the first patient, with topline 12‑week data expected in the second half of 2027.
Research and development expenses were $5,255 thousand, up from $1,362 thousand, mainly from starting the C19 trial. General and administrative expenses rose to $11,417 thousand from $2,541 thousand, driven by $8,710 thousand of stock-based compensation, including a one‑time $6,600 thousand option modification charge.
GAAP net loss was $125,404 thousand, or $2.86 per share, largely due to a non‑cash $109,360 thousand warrant liability charge. On a non‑GAAP basis, adjusted net loss was $7,334 thousand, or $0.17 per share. Cash, cash equivalents, marketable securities and restricted cash totaled $78,200 thousand as of March 31, 2026.
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 reported a large GAAP net loss of $293.4 million for 2025, driven mainly by a $321.5 million non-cash loss on the issuance of Series A convertible preferred stock and warrants, partly offset by a $45.4 million gain from the change in warrant fair value.
On a non-GAAP basis, adjusted net loss for 2025 was $16.0 million, improving from $19.3 million in 2024 as operating expenses fell, especially research and development. Cash, cash equivalents and restricted cash rose to $82.4 million at December 31, 2025 from $21.5 million a year earlier, mainly from an October 2025 private placement.
That financing delivered $80.0 million in gross proceeds and included Tranche A and Tranche B warrants that could provide up to an additional $120.0 million if fully exercised. The company plans to initiate a confirmatory Phase 3 trial of roluperidone for negative symptoms of schizophrenia in Q2 2026, with topline data expected in 2H 2027.
Minerva Neurosciences is preparing a confirmatory Phase 3 trial of roluperidone for negative symptoms of schizophrenia, discussed at a virtual key opinion leader event. A supporting presentation is being made available on the company’s investor relations website.
The Phase 3 trial is expected to begin, including first patient screened, in the second quarter of 2026 and enroll 380 patients randomized 1:1 to placebo or a daily 64 mg dose of roluperidone. The primary goal is change from baseline at 12 weeks on the PANSS Marder negative symptoms factor score.
After 12 weeks, patients are expected to enter a 40‑week relapse assessment phase, receiving either roluperidone or antipsychotics. The company currently expects topline efficacy results in the second half of 2027 and relapse assessment data in the second half of 2028, while highlighting numerous clinical, financial, and regulatory risks to these plans.
Minerva Neurosciences, Inc. expanded its Board of Directors to six members and appointed Inderjit Kaul, M.D., MPH as a Class II director, with his term running until the 2025 Annual Meeting or until a successor is elected and qualified. The appointment was made under a previously disclosed securities purchase agreement with certain investors.
Under the company’s non-employee director compensation plan, Dr. Kaul received an option to purchase 9,500 shares of common stock vesting quarterly over three years, plus a $40,000 annual cash retainer, prorated for 2025.
Separately, Minerva entered into a consulting agreement with Dr. Kaul, under which he will provide 25–30 hours of services per month at $450 per hour for an initial six-month term, renewable. Subject to shareholder and board approvals, he may receive an additional option representing 0.7% of the company’s defined Share Total, with vesting tied to key clinical milestones in the Phase 3 confirmatory trial of roluperidone in schizophrenia and subsequent safety data.
Minerva Neurosciences (NERV) announced a private placement of up to $200 million, comprising 80,000 shares of Series A Convertible Preferred Stock at $1,000 per share ($80 million upfront) and warrants for additional preferred shares. Tranche A warrants are immediately exercisable for 80,000 Series A Preferred shares for cash ($80 million) until the tenth day after a public announcement of a statistically significant Phase 3 primary endpoint at 12 weeks. Tranche B warrants cover 40,000 preferred shares ($40 million), allow cashless exercise starting on the earlier of the milestone announcement or three years after closing, and expire four years after closing.
Conversion to common stock requires stockholder approval, after which each preferred share converts at a $2.11 per‑share conversion price, subject to a 9.99% beneficial ownership cap. If stockholder approval is not obtained within one year, the preferred shares are subject to redemption at the defined Liquidation Preference. Warrants may be forfeited if an investor engages in Short Sales within 48 months after closing. The company plans to use proceeds to fund the roluperidone Phase 3 confirmatory trial, NDA resubmission, U.S. launch readiness if approved, and for working capital.
The company agreed to file an S-3 resale registration after stockholder approval, expand the Board by up to three Vivo Capital designees, and form a scientific advisory board for the Phase 3 program.