Welcome to our dedicated page for Minerva Neurosciences 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 discloses a 9.99% beneficial ownership position by Coastlands entities. The reporting persons state ownership of 4,563,031 shares, based on 43,274,398 shares outstanding as of December 23, 2025. The total consists of 2,159,245 shares held and 2,403,786 shares issuable upon conversion of Series A Convertible Preferred Stock and exercise of related warrants, with a stated beneficial ownership limitation of 9.99%.
The filing clarifies shared voting and dispositive power of 4,563,031 shares across Coastlands Capital LP, related entities, and Matthew D. Perry, and disclaims group membership and additional beneficial ownership beyond the 9.99% limitation.
Minerva Neurosciences, Inc. received a Schedule 13G from Logos Global Management and related entities reporting significant passive ownership of its common stock. Logos Global and several affiliated funds and managers together report beneficial ownership positions up to 4,435,444 shares, or 9.9% of Minerva’s common stock.
The holdings include a mix of common shares and Tranche A warrants for Series A preferred stock that is convertible into additional common shares, subject to a 9.99% voting securities cap that limits conversions above that level. The filing states the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. Ownership percentages are calculated against 43,274,398 common shares outstanding as of December 23, 2025.
Balyasny Asset Management and affiliated entities report a 4,330,315-share beneficial stake in Minerva Neurosciences, Inc., equal to approximately 9.99% of the common stock. The position is held through Atlas Private Holdings (Cayman) Ltd., for which Balyasny serves as investment manager.
The ownership calculation is based on 43,274,398 Minerva shares outstanding as of December 23, 2025. The reported amount includes 4,265,402 shares and 64,913 additional shares issuable upon exercise of 13,500 warrants, which are subject to a 9.99% Beneficial Ownership Limitation blocker.
The filing states the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Minerva Neurosciences. All reporting persons indicate sole voting and dispositive power over the reported shares and no shared power.
Adage Capital Management and affiliates reported a 6.35% beneficial stake in Minerva Neurosciences common stock. The group is deemed to beneficially own 2,838,000 shares of common stock, based on 43,274,398 shares outstanding as of December 23, 2025.
This amount includes 1,419,000 shares issuable upon conversion of preferred stock underlying warrants held by Adage Capital Partners. All voting and dispositive powers are shared among Adage Capital Management, Robert Atchinson, and Phillip Gross, and the securities are described as acquired and held in the ordinary course of business, not for the purpose of influencing control.
Minerva Neurosciences, Inc. received an updated ownership report from Farallon-managed funds. The Farallon Funds together hold 2,365,000 common shares of Minerva and 5,000 Tranche A warrants, each warrant exercisable into one share of Series A convertible voting preferred stock.
Each Series A preferred share is convertible into 473 common shares, subject to a 9.99% Beneficial Ownership Limitation, which currently allows conversion into up to 2,174,854 common shares. Farallon Partners, L.L.C. reports beneficial ownership of 4,316,598 shares, or 9.5% of the common stock. Several Farallon individual reporting persons, including Joshua J. Dapice and others, each report beneficial ownership of 4,539,854 shares, or 9.99% of the class.
The amendment also notes that effective January 1, 2026, Avner A. Husen became a member or manager of the Farallon general partner entities, while effective December 31, 2025, Richard B. Fried, Rajiv A. Patel and William Seybold ceased those roles. The reporting group certifies the holdings are not for the purpose of changing or influencing control of Minerva.
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 is asking stockholders at its virtual 2025 annual meeting on December 22, 2025 to approve several governance and financing-related actions. Stockholders will vote to elect two Class II directors, including incumbent Dr. Fouzia Laghrissi-Thode and recently appointed Dr. Inderjit Kaul, and to ratify Deloitte & Touche LLP as independent auditor. A key item would amend the certificate of incorporation to double authorized common stock from 125,000,000 to 250,000,000 shares, increasing total authorized capital stock to 350,000,000 shares. Another proposal seeks approval for the conversion of Series A Preferred Stock issued in an $80 million private placement, which could convert at 473 common shares per preferred share, with up to 94,600,000 common shares reserved for conversion assuming full warrant exercise. Minerva also seeks to add 12,500,000 shares to its 2013 equity plan, significantly expanding capacity for employee and director equity awards.
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.