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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Minerva Neurosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
603380205
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Adage Capital 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
0.00
6
Shared Voting Power
2,838,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,838,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,838,000.00
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)
6.35 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 1,419,000 shares of Common Stock (as defined in Item 2(a)) issuable upon conversion of shares of preferred stock issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Robert Atchinson
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
2,838,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,838,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,838,000.00
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)
6.35 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 1,419,000 shares of Common Stock issuable upon conversion of shares of preferred stock issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Phillip Gross
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
2,838,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,838,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,838,000.00
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)
6.35 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 1,419,000 shares of Common Stock issuable upon conversion of shares of preferred stock issuable upon exercise of warrants.
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:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Minerva Neurosciences, Inc., a Massachusetts corporation (the "Company") and shares of Common Stock issuable upon conversion of shares of preferred stock issuable upon exercise of warrants directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock and shares of Common Stock issuable upon conversion of shares of preferred stock issuable upon exercise of warrants directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock and shares of Common Stock issuable upon conversion of shares of preferred stock issuable upon exercise of warrants directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 43,274,398 shares of Common Stock outstanding, as of December 23, 2025, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on January 6, 2026, and assumes the exercise of the warrants held by ACP into shares of preferred stock and the conversion of such shares of preferred stock into shares of Common Stock.
(b)
Percent of class:
6.35%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
See Item 2(a).
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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
What stake does Adage Capital report in Minerva Neurosciences (NERV)?
Adage Capital and related reporting persons report beneficial ownership of 2,838,000 Minerva Neurosciences common shares, representing 6.35% of the class. This percentage is calculated against 43,274,398 shares outstanding as of December 23, 2025, as disclosed in a company prospectus.
How is the 2,838,000-share Minerva Neurosciences (NERV) position composed?
The reported 2,838,000-share position includes 1,419,000 shares of common stock issuable upon conversion of preferred stock underlying warrants. The remainder reflects currently outstanding common shares held for the accounts managed by Adage Capital Partners and associated entities.
Who are the reporting persons in this Minerva Neurosciences (NERV) Schedule 13G?
The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross. They report shared voting and shared dispositive power over 2,838,000 Minerva Neurosciences common shares, with no sole voting or sole dispositive power indicated for any reporting person.
What voting and dispositive powers are reported for the NERV shares?
Each reporting person lists zero sole voting and sole dispositive power, but 2,838,000 shares of shared voting and shared dispositive power. This means decisions on voting and disposition of the Minerva Neurosciences shares are made jointly under the described investment management and control structure.
On what share count is Adage’s 6.35% Minerva Neurosciences (NERV) ownership based?
The 6.35% beneficial ownership is calculated using 43,274,398 Minerva Neurosciences common shares outstanding as of December 23, 2025. That outstanding share figure comes from a company prospectus filed under Rule 424(b)(3) with the Securities and Exchange Commission.
Does Adage Capital seek to influence control of Minerva Neurosciences (NERV)?
The reporting persons certify the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Minerva Neurosciences. They also state the holdings are not part of any transaction intended to affect control, aside from limited nomination-related activities.
