Balyasny Asset Management and affiliated entities report a 4,330,315-share beneficial stake in Minerva Neurosciences, Inc., equal to approximately 9.99% of the common stock. The position is held through Atlas Private Holdings (Cayman) Ltd., for which Balyasny serves as investment manager.
The ownership calculation is based on 43,274,398 Minerva shares outstanding as of December 23, 2025. The reported amount includes 4,265,402 shares and 64,913 additional shares issuable upon exercise of 13,500 warrants, which are subject to a 9.99% Beneficial Ownership Limitation blocker.
The filing states the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Minerva Neurosciences. All reporting persons indicate sole voting and dispositive power over the reported shares and no shared power.
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
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
4,330,315.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,330,315.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,330,315.00
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 No.
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
4,330,315.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,330,315.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,330,315.00
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 No.
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
4,330,315.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,330,315.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,330,315.00
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 No.
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
4,330,315.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,330,315.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,330,315.00
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 No.
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
4,330,315.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,330,315.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,330,315.00
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 Private Holdings (Cayman) Ltd. ("APHC"), the direct holder of the 4,330,315 shares of common stock, par value $0.0001 per share ("Shares"), 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 43,274,398 Shares outstanding as of December 23, 2025, as reported in the Issuer's registration statement on Form S-3 filed with the Securities and Exchange Commission on December 23, 2025. The report amount consists of 4,265,402 Shares and 64,913 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 4,330,315 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 4,330,315 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.
How many Minerva Neurosciences (NERV) shares does Balyasny report owning?
Balyasny and affiliated entities report beneficial ownership of 4,330,315 Minerva Neurosciences shares. This total combines 4,265,402 common shares plus 64,913 shares issuable from 13,500 warrants, all attributed through Atlas Private Holdings (Cayman) Ltd. as the direct holder.
What percentage of Minerva Neurosciences (NERV) does Balyasny’s stake represent?
The reporting group discloses beneficial ownership of approximately 9.99% of Minerva’s common stock. This percentage is calculated using 43,274,398 shares outstanding as of December 23, 2025, as referenced from Minerva’s Form S-3 registration statement.
How is Balyasny’s Minerva Neurosciences (NERV) position structured?
The position is held directly by Atlas Private Holdings (Cayman) Ltd., with Balyasny entities deemed beneficial owners. Balyasny Asset Management L.P., its general partners, holding entities, and Dmitry Balyasny each report sole voting and dispositive power over the same 4,330,315 shares.
Does Balyasny’s Minerva Neurosciences (NERV) filing indicate an attempt to influence control?
The filing states the securities were acquired and are held in the ordinary course of business, not to change or influence control. It also notes they are not held in connection with any control-related transaction, other than activities tied to nomination provisions referenced in the certification.
What is the Beneficial Ownership Limitation on Balyasny’s Minerva (NERV) warrants?
The warrants are subject to a 9.99% Beneficial Ownership Limitation blocker. This prevents the holder from exercising warrants if, after exercise, beneficial ownership of Minerva shares would exceed 9.99% of the outstanding common stock at that time.
What share count did Balyasny use to calculate its Minerva (NERV) ownership percentage?
The reported 9.99% stake is based on 43,274,398 Minerva shares outstanding. This outstanding share figure is taken from Minerva Neurosciences’ Form S-3 registration statement dated December 23, 2025, as cited in the ownership section.
