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.
Minerva Neurosciences, Inc. filings document the regulatory record of a Nasdaq-listed clinical-stage biopharmaceutical company focused on central nervous system disorders. Form 8-K reports cover results of operations and financial condition, Regulation FD materials, roluperidone clinical-development disclosures, annual meeting timing, and material corporate events involving officers, directors, compensation arrangements, and governance.
Definitive proxy statements describe stockholder meeting procedures, board elections, voting matters, executive compensation, and corporate-governance practices. The filings also identify Minerva’s common stock listed on The Nasdaq Capital Market and provide formal disclosure around financing arrangements, board composition, and the company’s roluperidone program for negative symptoms of schizophrenia.
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) reported a routine equity compensation grant to a non-employee director. On 11/14/2025, the director received a stock option to purchase 9,500 shares of Minerva common stock at an exercise price of $4.11 per share. The option vests in equal quarterly installments over three years, with the first installment vesting on February 14, 2026, as long as the individual continues to serve as a non-employee director on each vesting date. The option expires on November 13, 2035, giving a long-term incentive aligned with the company’s share performance.
Minerva Neurosciences, Inc. (NERV) reported a new insider filing on Form 3 for an individual serving as a director of the company. The event date for this initial ownership statement is 11/14/2025. According to the filing, the reporting person currently has no securities beneficially owned, meaning they do not hold Minerva Neurosciences stock or related derivative securities in their name or through indirect arrangements as of that date.
Minerva Neurosciences (NERV) reported Q3 2025 results and detailed a major post‑quarter financing. The company posted a net loss of $2.74 million as operating expenses fell year over year, driven by lower research and development and general and administrative costs. Cash, cash equivalents and restricted cash were $12.4 million as of September 30, 2025.
After quarter‑end, Minerva closed a private placement of Series A preferred stock and warrants for up to $200 million in gross proceeds. This included $80 million upfront for 80,000 Series A preferred shares, up to an additional $80 million from cash exercise of Tranche A warrants, and up to $40 million from Tranche B warrants tied to a milestone. The preferred stock automatically converts at $2.11 per share after stockholder approval, subject to a 9.99% beneficial ownership cap.
Management expects these funds to support the confirmatory Phase 3 trial of roluperidone, resubmission of its NDA, and U.S. launch readiness if approved. The liability related to the 2021 royalty sale remains at $60 million. Shares outstanding were 6,993,406 as of October 31, 2025.
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.