Minerva Neurosciences agrees to $80 million private placement, up to $200 million with warrants

Minerva Neurosciences, Inc. (Nasdaq: NERV) agreed on October 21, 2025 to sell Series A Convertible Preferred Stock and warrants in a private placement. The company describes the deal as bringing up to about $200 million in gross proceeds before fees. Of that, $80 million is upfront, and the rest depends on warrant exercises. Minerva disclosed the terms in a Form 8-K filed October 22, 2025.

What investors get

Minerva agreed to sell 80,000 shares of Series A Convertible Preferred Stock at $1,000 per share. A certificate of designation filed October 21 sets aside 200,000 shares as Series A Preferred Stock with that stated value. Investors also receive two warrant tranches for Series A preferred shares, each with a $1,000 exercise price.

Tranche A warrants cover 80,000 preferred shares for $80 million in cash. They can be exercised only for cash, and only until the tenth day after Minerva publicly announces that its Phase 3 confirmatory trial of roluperidone in schizophrenia met its primary endpoint on a statistically significant basis at the 12-week timepoint. The 8-K calls that announcement the Milestone Event.

Tranche B warrants cover 40,000 preferred shares for $40 million. They become exercisable on the earlier of the Milestone Event or the third anniversary of closing, and they expire on the fourth anniversary of the closing date. Unlike Tranche A, they can be exercised without paying cash, so the $40 million arrives only if holders choose cash. Both tranches can be forfeited if an investor short sells Minerva's securities during the 48 months after closing.

Conversion, the vote and the board

The preferred stock cannot convert until Minerva's stockholders approve the issuance of the common stock it converts into, a step the 8-K calls Stockholder Approval. After that approval, each preferred share converts automatically at $2.11 per common share, subject to a 9.99% beneficial ownership limit. Until then, the preferred carries a liquidation preference of two times its $1,000 price and votes as 19.9% of the common stock outstanding on the signing date. If approval does not come within one year, holders can ask for redemption at the liquidation preference.

Minerva also agreed to appoint up to three directors designated by Vivo Capital LLC.

The trial and what the money is for

The financing follows Minerva's August announcement of alignment with the FDA on the confirmatory Phase 3 trial. The trial will evaluate a 64 mg dose of roluperidone against placebo in a 1:1 randomized, double-blind design. The press release says the FDA confirmed that the sole primary endpoint is the change from baseline in the PANSS Marder negative symptoms factor score at 12 weeks.

The press release says the two earlier trials, C03 and C07, tested both 32 mg and 64 mg doses. The company says the net proceeds will fund the confirmatory trial, including upsizing it, preparing and resubmitting its New Drug Application, and readying a U.S. launch if the drug is approved. It says the money should fund the company through the trial and the resubmission.

Investors and advisers

Vivo Capital LLC led the financing. The press release names Janus Henderson Investors, Federated Hermes Kaufmann Funds, Farallon Capital Management and Foresite Capital among the participants. Jefferies LLC was the sole placement agent. The purchase agreement defines Cooley LLP as Minerva's counsel.

The company and the setback behind the deal

Minerva is a clinical-stage biopharmaceutical company focused on central nervous system disorders, based in Burlington, Massachusetts. Its annual report says the FDA issued a complete response letter on its roluperidone NDA on February 26, 2024. The FDA said one study (MIN-101C03) was statistically significant but not sufficient on its own, and cited gaps in data on antipsychotic co-use, clinical meaningfulness and 12-month exposure at 64 mg. It said at least one more positive, well-controlled study is needed. Minerva reports no approved product and no revenue from sales or licensing.

The annual report cover shows 6,993,406 common shares outstanding as of February 20, 2025, and about $12.9 million of non-affiliate stock value as of June 30, 2024. Only the $80 million upfront arrives at closing; the rest depends on warrant exercises tied to a trial result not yet reported.

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