Minerva Neurosciences, Inc. Schedule 13G/A shows Balyasny entities and Dmitry Balyasny reporting beneficial ownership of 4,323,112 shares of common stock, representing 9.99% of the class based on 43,274,398 Shares outstanding as of March 6, 2026.
The filing attributes voting and dispositive power over those shares to Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings, Dames GP LLC and Dmitry Balyasny, and states certain shares include amounts issuable upon exercise of warrants subject to a Beneficial Ownership Limitation.
Positive
None.
Negative
None.
Insights
Holders disclose a near-10% position with voting and dispositive power.
The filing lists 4,323,112 shares and shows sole voting and dispositive power attributed to the reporting persons. The statement traces control through fund, GP, holding and managing-member relationships, which is standard for pooled-investment structures.
Key dependencies include the Beneficial Ownership Limitation on warrants and the issuer's reported 43,274,398 shares outstanding as of March 6, 2026, which set the percent beneficial ownership disclosed.
Filing clarifies who holds voting authority and the scope of holdings.
The disclosure separates direct holders (ADMF and APHC) from the investment manager and its ownership chain, showing the economic interests are held on behalf of those clients. It also notes 64,512 shares issuable upon exercise of warrants reported as part of the position calculation.
Cash‑flow treatment and planned disposition activity are not stated; subsequent filings would be required to disclose any sales or conversions.
Key Figures
Beneficial ownership:4,323,112 sharesPercent of class:9.99%Shares outstanding:43,274,398 Shares+3 more
6 metrics
Beneficial ownership4,323,112 sharesreported beneficially owned by Balyasny entities and Dmitry Balyasny
Percent of class9.99%based on 43,274,398 Shares outstanding as of March 6, 2026
Shares outstanding43,274,398 Sharesas of March 6, 2026 (source: issuer 10-K cited in filing)
Shares held by APHC4,321,512 sharesdirect holdings reported for Atlas Private Holdings (including 64,512 shares issuable upon exercise of warrants)
Shares issuable on warrants64,512 sharesshares issuable upon exercise of 13,500 Warrants included in reported amount
CUSIP603380205Minerva Neurosciences common stock CUSIP
Key Terms
Beneficial Ownership Limitation, Sole Dispositive Power, ADMF / APHC
3 terms
Beneficial Ownership Limitationregulatory
"the Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Sole Dispositive Powerfinancial
"Each of the Reporting Persons has the sole power to dispose or to direct the disposition of: Each of the Reporting Persons has the sole power to vote or to direct the vote of 4,323,112 shares"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
ADMF / APHCother
"Atlas Diversified Master Fund, Ltd ("ADMF"), the direct holder of 1,600 shares... Atlas Private Holdings (Cayman) Ltd. ("APHC"), the direct holder of the 4,321,512 shares"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Minerva Neurosciences, Inc
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
603380205
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
Balyasny Asset Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,323,112.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,323,112.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,323,112.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
BAM GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,323,112.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,323,112.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,323,112.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
Balyasny Asset Management Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,323,112.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,323,112.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,323,112.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
Dames GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,323,112.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,323,112.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,323,112.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
Dmitry Balyasny
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,323,112.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,323,112.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,323,112.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Minerva Neurosciences, Inc
(b)
Address of issuer's principal executive offices:
1500 District Avenue, Burlington, MA 01803
Item 2.
(a)
Name of person filing:
This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)
Citizenship:
(1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
603380205
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd ("ADMF"), the direct holder of 1,600 shares of common stock, par value $0.0001 per share ("Shares"), reported herein, and by virtue of its position as the investment manager of Atlas Private Holdings (Cayman) Ltd. ("APHC"), the direct holder of the 4,321,512 shares of common stock (including 64,512 shares issuance upon the exercise of warrants), par value $0.0001 per share, reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and APHC and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and APHC and thus may be deemed to beneficially own such Shares.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares, based on 43,274,398 Shares outstanding as of March 6, 2026, as reported in the Issuer's annual report filed on form 10-K with the Securities and Exchange Commission on March 11, 2026. The report amount consists of 4,258,600 shares and 64,512 shares issuable upon the exercise of 13,500 Warrants subject to the Beneficial Ownership Limitation (as defined herein). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation").
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 4,323,112 shares.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 4,323,112 shares.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ADMF and APHC, are both Cayman Islands exempted company that are investment management clients of BAM, have the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Balyasny report in Minerva Neurosciences (NERV)?
Balyasny reports beneficial ownership of 4,323,112 shares, or 9.99% of the class. This percentage is calculated using 43,274,398 shares outstanding as of March 6, 2026, per the company’s annual report referenced in the filing.
How is the 4,323,112‑share position held and attributed?
The position is held through ADMF and APHC, with BAM and affiliated entities acting as manager/GPs. The filing attributes sole voting and dispositive power to the reporting persons through their roles as manager, general partner, sole member and managing member.
Do the reported holdings include shares from warrant exercises?
The filing includes 64,512 shares issuable upon the exercise of warrants as part of the reported amount. Those warrants are subject to a Beneficial Ownership Limitation that can prevent exercise if it would push ownership above 9.99%.
What is the Beneficial Ownership Limitation described in the filing?
The filing states a blocker prevents exercising warrants to the extent exercise would result in beneficial ownership in excess of 9.99%. The clause is applied to the reported warrants when determining the beneficial ownership percentage.
Does the filing disclose any planned sales or transactions by Balyasny?
No planned sales or dispositions are disclosed in this excerpt. The statement explains ownership and voting power but does not specify any transactions, timing, or cash‑flow treatment for the reported shares.
