Balyasny Asset Management L.P. and affiliated entities report beneficial ownership of common stock of Minerva Neurosciences, Inc. The group may be deemed to beneficially own 4,654,212 shares, including 4,257,000 shares held by Atlas Private Holdings (Cayman) Ltd. and 397,212 shares issuable upon exercise of warrants.
This position represents approximately 9.99% of the outstanding shares, based on 46,588,709 shares outstanding as of April 30, 2026. The 13,500 warrants are subject to a Beneficial Ownership Limitation that prevents exercises which would increase ownership above 9.99%. Each reporting person has sole voting and dispositive power over 4,654,212 shares, with no shared power reported.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:4,654,212 sharesDirectly held and issuable shares:4,257,000 sharesWarrant underlying shares:397,212 shares+5 more
8 metrics
Beneficially owned shares4,654,212 sharesTotal shares the reporting persons may be deemed to beneficially own
Directly held and issuable shares4,257,000 sharesShares of common stock held by APHC, including warrant shares
Warrant underlying shares397,212 sharesShares issuable upon exercise of 13,500 warrants
Warrants13,500 WarrantsWarrants subject to the Beneficial Ownership Limitation
Ownership percentage9.99%Approximate percentage of Minerva’s common stock class beneficially owned
Shares outstanding46,588,709 SharesMinerva common shares outstanding as of April 30, 2026
Sole voting power4,654,212 sharesShares over which each reporting person has sole power to vote
Sole dispositive power4,654,212 sharesShares over which each reporting person has sole power to dispose
Key Terms
Beneficial Ownership Limitation, beneficial owner, Sole Voting Power, Sole Dispositive Power, +1 more
5 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% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation")."
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.
beneficial ownerregulatory
"Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Sole Voting Powerfinancial
"Each of the Reporting Persons has the sole power to vote or to direct the vote of 4654212 shares."
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerfinancial
"Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 4654212 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.
Schedule 13Gregulatory
"Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
How much of Minerva Neurosciences (NERV) does Balyasny Asset Management beneficially own?
Balyasny Asset Management and related entities may be deemed to beneficially own 4,654,212 shares of Minerva Neurosciences common stock, including 4,257,000 shares held by APHC and 397,212 shares issuable upon exercise of warrants.
What percentage of Minerva Neurosciences (NERV) is held by the Balyasny reporting group?
The reporting group states beneficial ownership of approximately 9.99% of Minerva’s common stock, based on 46,588,709 shares outstanding as of April 30, 2026, as disclosed in Minerva’s Form 10-Q.
What warrants related to Minerva Neurosciences (NERV) does Balyasny control?
The holdings include 13,500 warrants for Minerva Neurosciences, exercisable into 397,212 shares of common stock. These warrants are subject to a Beneficial Ownership Limitation that blocks exercises pushing ownership above 9.99% of outstanding shares.
Who directly holds the Minerva Neurosciences (NERV) shares managed by Balyasny?
The 4,257,000 common shares (including shares underlying warrants) are held directly by Atlas Private Holdings (Cayman) Ltd. (APHC), an investment management client of Balyasny Asset Management L.P., which may be deemed to exercise voting and investment power.
What voting and dispositive power does Balyasny report over Minerva Neurosciences (NERV) stock?
Each reporting person reports sole voting power over 4,654,212 shares and sole dispositive power over 4,654,212 shares of Minerva Neurosciences common stock, with no shared voting or dispositive power disclosed.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Minerva Neurosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
603380205
(CUSIP Number)
06/30/2026
(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
4,654,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,654,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,654,212.00
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
4,654,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,654,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,654,212.00
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
4,654,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,654,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,654,212.00
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
4,654,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,654,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,654,212.00
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
4,654,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,654,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,654,212.00
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:
444 West Lake Street, 50th Floor, Chicago, IL 60606
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
(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 Private Holdings (Cayman) Ltd. ("APHC"), the direct holder of the 4,257,000 shares of common stock (including 397,212 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 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 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 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 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 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 46,588,709 Shares outstanding as of April 30, 2026, as reported in the Issuer's form 10-Q with the Securities and Exchange Commission on May 5, 2026. The report amount consists of 4,257,000 shares and 397,212 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 4654212 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 dispose or to direct the disposition of 4654212 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.
APHC, a Cayman Islands exempted company that is an investment management client of BAM, has 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.