---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-245552"
form_type: "8-K"
ticker: "NERV"
cik: "0001598646"
company_name: "Minerva Neurosciences, Inc."
filed_at: "2025-10-22T23:59:59+00:00"
generated_at: "2026-05-17T02:45:16.553928+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.78
calibrated_materiality_score: 0.78
confidence: "high"
source: SEC EDGAR
---

# Minerva Neurosciences raises up to $200M to fund Phase 3 trial of roluperidone

## Summary
- Private placement: $80M upfront Series A preferred; Tranche A warrants for another $80M (cash exercise), Tranche B warrants for $40M contingent on milestone event.
- Proceeds to finance Phase 3 confirmatory trial, NDA resubmission, and U.S. commercial launch readiness for roluperidone in negative symptoms of schizophrenia.
- Board to increase by up to three directors designated by Vivo Capital, expected to have schizophrenia trial experience.
- Closing expected October 23, 2025; led by Vivo Capital with participation from Janus Henderson, Farallon, and others.
- Company notes alignment with FDA on confirmatory trial design announced August 2025.

## SEC filing metadata
- accession: 0001193125-25-245552
- form_type: 8-K
- ticker: NERV
- cik: 0001598646
- company_name: Minerva Neurosciences, Inc.
- filed_at: 2025-10-22T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.78
- calibrated_materiality_score: 0.78
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1598646/000119312525245552/0001193125-25-245552-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1598646/000119312525245552/d28380d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-245552
- JSON: https://secwatch.observer/filing/0001193125-25-245552.json
- Plain text: https://secwatch.observer/filing/0001193125-25-245552.txt

## Key facts
- Equity Issuances
  Minerva Neurosciences, Inc. issued tranche A warrants to acquire shares of Series A Preferred Stock and tranche B warrants to acquire shares of Series A Preferred Stock of warrant to certain accredited investors for Exercise price $1,000 per share, aggregate cash exercise price up to $80 million for Tranche A and $40 million for Tranche B.
  - Security: warrant
  - Shares: tranche A warrants to acquire shares of Series A Preferred Stock and tranche B warrants to acquire shares of Series A Preferred Stock
  - Purchaser: certain accredited investors
  - Consideration: Exercise price $1,000 per share, aggregate cash exercise price up to $80 million for Tranche A and $40 million for Tranche B
  source text: placement (the “Private Placement”), (i) 80,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a purchase price of $1,000 per share, (ii) tranche A warrants (the “Preferred Tranche A Warrants”) to acquire shares of Series A Preferred Stock (the “Tranche A Warrant Shares”) and (iii) tranche B warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312525245552/0001193125-25-245552-index.htm
- Equity Issuances
  Minerva Neurosciences, Inc. issued 80,000 shares of Series A Convertible Preferred Stock of preferred stock to certain accredited investors for $1,000 per share.
  - Security: preferred stock
  - Shares: 80,000 shares of Series A Convertible Preferred Stock
  - Purchaser: certain accredited investors
  - Consideration: $1,000 per share
  source text: The Company agreed to issue and sell, in a private placement (the “Private Placement”), (i) 80,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a purchase price of $1,000 per share
  evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312525245552/0001193125-25-245552-index.htm
- Governance Changes
  Minerva Neurosciences, Inc.: The Company filed a Certificate of Designation designating 200,000 shares of authorized preferred stock as Series A Convertible Voting Preferred Stock (effective 2025-10-21).
  - Change: charter amendment
  - Effective: 2025-10-21
  source text: on October 21, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, designating 200,000 shares of its authorized and unissued preferred stock as Series A Preferred Stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312525245552/0001193125-25-245552-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.