Farallon group discloses 9.7% Minerva Neurosciences (NERV) holding via shares and warrants

Rhea-AI Filing Summary

Minerva Neurosciences, Inc. has a significant shareholder group led by Farallon Capital Management, L.L.C. and related investment partnerships and individuals. These reporting persons together report beneficial ownership of 4,730,000 Shares of Minerva common stock, representing 9.7% of the class. The Farallon investment partnerships directly hold 2,365,000 Shares and 5,000 Preferred Tranche A Warrants, each warrant exercisable into one share of Series A convertible voting preferred stock. Each share of Series A Preferred Stock is convertible, at the holder’s option and subject to a 9.99% Beneficial Ownership Limitation, into 473 Shares. As of the reporting date, this limitation does not restrict conversion, so all such underlying Shares are included in the beneficial ownership reported.

Key Figures

Beneficially owned Shares: 4,730,000 Shares Percent of class owned: 9.7% Common Shares held directly: 2,365,000 Shares +3 more

6 metrics

Beneficially owned Shares 4,730,000 Shares Aggregate beneficial ownership reported by the Reporting Persons

Percent of class owned 9.7% Percentage of Minerva common stock class beneficially owned

Common Shares held directly 2,365,000 Shares Shares of common stock held directly by the Farallon Funds

Preferred Tranche A Warrants 5,000 Preferred Tranche A Warrants held by the Farallon Funds

Conversion ratio per Series A Preferred 473 Shares Each share of Series A Preferred Stock convertible into 473 Shares

Beneficial Ownership Limitation 9.99% Maximum beneficial ownership allowed on conversion of Series A Preferred Stock

Key Terms

Beneficial Ownership Limitation, Series A convertible voting preferred stock, Preferred Tranche A Warrants, beneficially owned, +1 more

5 terms

Beneficial Ownership Limitation regulatory

"may not be converted to the extent that, after giving effect, above 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.

Series A convertible voting preferred stock financial

"each of which is exercisable to purchase one share of Series A convertible voting preferred stock"

Preferred Tranche A Warrants financial

"5,000 Tranche A warrants (the "Preferred Tranche A Warrants"), each of which is exercisable"

beneficially owned regulatory

"The securities reported hereby as beneficially owned by the Reporting Persons are held directly"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13G regulatory

"Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)"

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

What stake in Minerva Neurosciences (NERV) does Farallon report in this Schedule 13G/A?

Farallon Capital Management and related reporting persons report beneficial ownership of 4,730,000 Shares of Minerva Neurosciences common stock, representing 9.7% of the outstanding class, including Shares underlying convertible preferred securities.

How many Minerva Neurosciences (NERV) common shares do the Farallon Funds directly hold?

The Farallon Funds directly hold 2,365,000 Shares of Minerva Neurosciences common stock. In addition, they hold preferred-related warrants that can be converted into further Shares, all of which are included in the reported beneficial ownership calculation.

What preferred and warrant positions tied to Minerva Neurosciences (NERV) does Farallon disclose?

The Farallon Funds hold 5,000 Preferred Tranche A Warrants, each exercisable for one share of Series A Preferred Stock. Each Series A Preferred Stock share is convertible into 473 Shares of Minerva common stock, subject to a Beneficial Ownership Limitation.

What is the Beneficial Ownership Limitation mentioned for Minerva Neurosciences (NERV)?

The Series A Preferred Stock has a 9.99% Beneficial Ownership Limitation, preventing conversion if it would push beneficial ownership above 9.99% of outstanding Shares. As of the reporting date, this limitation does not restrict Farallon’s assumed conversions.

Who are the reporting persons in the Minerva Neurosciences (NERV) Schedule 13G/A amendment?

The filing lists Farallon Capital Management, L.L.C., multiple Farallon investment partnerships and Farallon Individual Reporting Persons, including Joshua J. Dapice and others, all treated together as the “Reporting Persons” for the disclosed Minerva stake.

Which entities receive dividends and sale proceeds from Minerva Neurosciences (NERV) shares held by Farallon?

The filing states the Farallon Funds have the right to receive dividends from, and the proceeds from the sale of, the Minerva Neurosciences securities that are beneficially owned by the Reporting Persons.

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Available on EDGAR 08/13/2026 - 05:18 PM Accepted by SEC EDGAR 08/13/2026 - 05:17 PM Learn about SEC filing dates

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, $0.0001 par value per share (the "Shares")

(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

Farallon Capital Management, L.L.C.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital Partners, 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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital Institutional Partners, 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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital Institutional Partners II, 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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital Institutional Partners III, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Four Crossings Institutional Partners V, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital Offshore Investors II, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital (AM) Investors, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Capital F5 Master I, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Partners, L.L.C.

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon Institutional (GP) V, L.L.C.

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Farallon F5 (GP), L.L.C.

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Dapice Joshua J.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Dreyfuss, Philip D.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Dunn Hannah E.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Gehani, Varun N.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Giauque, Nicolas

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

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Husen, Avner A.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Kim, David T.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Linn, Michael G.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Luo Patrick (Cheng)

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Roberts, Jr., Thomas G.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Saito Edric C.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Short Daniel S.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Spokes, Andrew J. M.

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 KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Warren, John R.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 603380205

1

Names of Reporting Persons

Wehrly, Mark C.

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 0.00
6	Shared Voting Power 4,730,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,730,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,730,000.00

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)

9.7 %

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 filed by the entity and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager"), which is the investment manager of certain investment partnerships and vehicles, including the Farallon Funds (as defined in Item 4), with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the conversion of Series A Preferred Stock acquirable upon the exercise of Preferred Tranche A Warrants (each, as defined in Item 4); and (ii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Investment Manager, with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the conversion of Series A Preferred Stock acquirable upon the exercise of Preferred Tranche A Warrants: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); Avner A. Husen ("Husen"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Gehani, Giauque, Husen, Kim, Linn, Luo, Roberts, Saito, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
(c)	Citizenship: The jurisdiction of organization of the Investment Manager is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share (the "Shares")
(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: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The securities reported hereby as beneficially owned by the Reporting Persons are held directly by the following investment partnerships, of which the Investment Manager is the investment manager: (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"); (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"); (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"); (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"); (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"); (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"); and (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"). FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the "Farallon Funds." As of the date requiring the filing of this statement, the Farallon Funds hold an aggregate of: (i) 2,365,000 Shares; and (ii) 5,000 Tranche A warrants (the "Preferred Tranche A Warrants"), each of which is exercisable to purchase one share of Series A convertible voting preferred stock (the "Series A Preferred Stock"). Each share of Series A Preferred Stock is convertible at the holder's option, subject to the Beneficial Ownership Limitation (as defined below), into 473 Shares. The terms of the Series A Preferred Stock provide that Series A Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date requiring the filing of this statement, the Beneficial Ownership Limitation does not prevent the Farallon Funds from acquiring any Series A Preferred Stock upon the exercise of Preferred Tranche A Warrants or from converting any such shares of Series A Preferred Stock into Shares. Accordingly, in providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that all of the aggregate 5,000 shares of Series A Preferred Stock acquirable by the Farallon Funds upon the exercise of Preferred Tranche A Warrants are convertible within 60 days of the date hereof and therefore confer beneficial ownership of the underlying Shares.
(b)	Percent of class: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
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. The Farallon Funds have the right to receive dividends from, and the proceeds from the sale of, the securities of the Issuer beneficially owned by the Reporting Persons.
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.

Farallon Capital Management, L.L.C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member
Date:	08/13/2026

Farallon Capital Partners, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Farallon Capital Institutional Partners, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Farallon Capital Institutional Partners II, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Farallon Capital Institutional Partners III, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Four Crossings Institutional Partners V, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Manager of its General Partner
Date:	08/13/2026

Farallon Capital Offshore Investors II, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Farallon Capital (AM) Investors, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member of its General Partner
Date:	08/13/2026

Farallon Capital F5 Master I, L.P.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Manager of its General Partner
Date:	08/13/2026

Farallon Partners, L.L.C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Managing Member
Date:	08/13/2026

Farallon Institutional (GP) V, L.L.C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Manager
Date:	08/13/2026

Farallon F5 (GP), L.L.C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Manager
Date:	08/13/2026

Dapice Joshua J.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Dreyfuss, Philip D.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Dunn Hannah E.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Hannah E. Dunn
Date:	08/13/2026

Gehani, Varun N.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Giauque, Nicolas

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Husen, Avner A.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Kim, David T.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Linn, Michael G.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Luo Patrick (Cheng)

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Roberts, Jr., Thomas G.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Saito Edric C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Short Daniel S.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Spokes, Andrew J. M.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Warren, John R.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Wehrly, Mark C.

Signature:	/s/ Hannah E. Dunn
Name/Title:	Attorney-In-Fact
Date:	08/13/2026

Comments accompanying signature: Each of Farallon Partners, L.L.C., Farallon Institutional (GP) V, L.L.C., and Farallon F5 (GP), L.L.C. has executed this statement in Mill Valley, California, on behalf of itself and each fund for which it is the general partner.

Exhibit Information

Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)