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.
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
(Title of Class of Securities)
603380205
(CUSIP Number)
12/23/2025
(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
Logos Global Management 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
0.00
6
Shared Voting Power
4,435,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,435,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,435,444.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 3,311,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 7,000 shares of the Issuer's Series A Preferred Stock that are convertible into 3,311,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 3,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Logos Global Management 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
0.00
6
Shared Voting Power
4,435,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,435,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,435,444.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 3,311,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 7,000 shares of the Issuer's Series A Preferred Stock that are convertible into 3,311,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 3,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Logos Opportunities Fund IV 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
0.00
6
Shared Voting Power
3,489,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,489,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,489,444.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 2,365,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 5,000 shares of the Issuer's Series A Preferred Stock that are convertible into 2,365,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 2,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Logos Opportunities Fund IV 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
0.00
6
Shared Voting Power
3,489,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,489,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,489,444.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 2,365,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 5,000 shares of the Issuer's Series A Preferred Stock that are convertible into 2,365,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 2,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
William Arsani
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
4,435,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,435,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,435,444.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 3,311,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 7,000 shares of the Issuer's Series A Preferred Stock that are convertible into 3,311,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 3,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
SCHEDULE 13G
CUSIP No.
603380205
1
Names of Reporting Persons
Graham G. Walmsley
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
3,489,444.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,489,444.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,489,444.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting person consist of (1) 2,365,000 shares of the Issuer's Common Stock, and (2) Tranche A Warrants to acquire 5,000 shares of the Issuer's Series A Preferred Stock that are convertible into 2,365,000 shares of the Issuer's Common Stock. Shares of Series A Preferred Stock may not be converted into shares of Common Stock if that conversion would result in the holder of the shares or any of its affiliates holding more than 9.99% of the Issuer's voting securities. The reporting person's beneficial ownership excludes Tranche B Warrants to acquire 2,500 shares of the Issuer's Series A Preferred Stock because the warrants are not exercisable in the next 60 days. The percentage reported herein is based on 43,274,398 shares of the Issuer's Common Stock outstanding as of December 23, 2025, as reported in the Prospectus filed by the Issuer on January 6, 2026.
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:
Logos Global Management LP ("Logos Global")
Logos Global Management GP LLC ("Logos Global GP")
Logos Opportunities Fund IV LP ("Opportunities Fund")
Logos Opportunities Fund IV GP LLC ("Logos Opportunities GP")
Arsani William
Graham Walmsley
Logos Global is the investment adviser to investment funds, including Opportunities Fund. Logos Global GP is the general partner of Logos Global. Logos Opportunities GP is the general partner of Opportunities Fund. Dr. William is the control person of Logos Global and Logos Global GP. Dr. William and Dr. Walmsley are control persons of Logos Opportunities GP and the portfolio managers of Opportunities Fund.
The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Opportunities Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(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:
Logos Global: 4,435,444
Logos Global GP: 4,435,444
Opportunities Fund: 3,489,444
Logos Opportunities GP: 3,489,444
Arsani William: 4,435,444
Graham Walmsley: 3,489,444
(b)
Percent of class:
Logos Global: 9.9%
Logos Global GP: 9.9%
Opportunities Fund: 7.9%
Logos Opportunities GP: 7.9%
Arsani William: 9.9%
Graham Walmsley: 7.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Logos Global: 0
Logos Global GP: 0
Opportunities Fund: 0
Logos Opportunities GP: 0
Arsani William: 0
Graham Walmsley: 0
(ii) Shared power to vote or to direct the vote:
Logos Global: 4,435,444
Logos Global GP: 4,435,444
Opportunities Fund: 3,489,444
Logos Opportunities GP: 3,489,444
Arsani William: 4,435,444
Graham Walmsley: 3,489,444
(iii) Sole power to dispose or to direct the disposition of:
Logos Global: 0
Logos Global GP: 0
Opportunities Fund: 0
Logos Opportunities GP: 0
Arsani William: 0
Graham Walmsley: 0
(iv) Shared power to dispose or to direct the disposition of:
Logos Global: 4,435,444
Logos Global GP: 4,435,444
Opportunities Fund: 3,489,444
Logos Opportunities GP: 3,489,444
Arsani William: 4,435,444
Graham Walmsley: 3,489,444
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.
Opportunities Fund holds the Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Logos Global Management LP
Signature:
/s/ Arsani William
Name/Title:
Managing Partner
Date:
02/17/2026
Logos Global Management GP LLC
Signature:
/s/ Arsani William
Name/Title:
Managing Member
Date:
02/17/2026
Logos Opportunities Fund IV LP
Signature:
/s/ Arsani William
Name/Title:
Managing Member of Logos Opportunities Fund IV GP LLC, General Partner of Logos Opportunities Fund IV LP
Date:
02/17/2026
Logos Opportunities Fund IV GP LLC
Signature:
/s/ Arsani William
Name/Title:
Managing Member
Date:
02/17/2026
William Arsani
Signature:
/s/ Arsani William
Name/Title:
Reporting person
Date:
02/17/2026
Graham G. Walmsley
Signature:
/s/ Arsani William
Name/Title:
Reporting person
Date:
02/17/2026
Exhibit Information
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
