aibioMinerva Neurosciences keeps Nasdaq listing after meeting $500,000 net income rule
Tickers NERV
Minerva keeps its Nasdaq listing on a net income test, not an equity test, and now faces a one-year panel monitor. The company reported $21.5 million in cash at the end of 2024 and says it will need more capital.
Key facts
- Company
- Minerva Neurosciences, Inc (NASDAQ: NERV)
- News type
- Listings
- Primary source
- Minerva Neurosciences, Inc 8-K (2025-03-19)
Minerva Neurosciences, Inc. (Nasdaq: NERV) said in a Form 8-K filed March 19, 2025 that the Nasdaq Hearings Panel had determined on March 17, 2025 that it has regained compliance with Nasdaq's listing standards and will stay listed. The panel found that the company meets Nasdaq Listing Rule 5550(b)(3), the net income rule, which requires at least $500,000 of net income from continuing operations. The filing says Nasdaq staff confirmed that compliance after reviewing the company's annual report on Form 10-K for the year ended December 31, 2024.
The filing does not say how the company reached that net income figure, and it gives no net income amount.
How the case got here
The case began on April 10, 2024, when Nasdaq told Minerva that the market value of its listed securities had been below the $35 million minimum under Rule 5550(b)(2) for 31 consecutive business days. A hearing before the panel took place on December 10, 2024. On January 10, 2025, Nasdaq notified the company that the panel had allowed continued listing through March 31, 2025, subject to compliance with the stockholders' equity rule, Rule 5550(b)(1), among other conditions.
Minerva had first planned to regain compliance with the equity rule. The 8-K says that, after reviewing the 10-K, Nasdaq staff confirmed compliance with the net income rule instead. The panel then decided to continue the listing and closed the matter.
A year under watch
The company will be subject to a discretionary panel monitor for one year from March 17, 2025, under Nasdaq Listing Rule 5815(d)(4)(A). If Minerva fails to maintain compliance with any continued listing requirement in that period, Nasdaq staff will issue a Delist Determination Letter. The company could ask for a new hearing, but the filing says it cannot submit a plan of compliance for any deficiency that arises during the monitoring period. Staff also cannot grant additional time to regain compliance for such a deficiency.
The filing adds that "there can be no assurance" the company will keep meeting Nasdaq's standards or keep its listing. Frederick Ahlholm, the chief financial officer, signed the filing.
The drug and the cash
The listing issue sits beside regulatory and financial uncertainty. The 10-K refers to an FDA complete response letter, or CRL, for roluperidone. Minerva says it has continued to interact with the FDA to address the questions raised in that letter, but states there can be no assurance it will obtain approval "in a timely manner, on favorable terms, or at all." The company calls the approval process for roluperidone in the United States highly uncertain.
As of December 31, 2024, Minerva had cash, cash equivalents and restricted cash of $21.5 million. The 10-K says that amount should cover its cash commitments for at least the next 12 months after the year-end statements are issued. It also says the company will need more capital in the short term to keep advancing roluperidone and in the long term for its other candidates and any commercial launch.
The 10-K is blunt about its losses. It says the company expects to keep incurring significant losses and expects those losses to increase as it pursues regulatory approvals. It also says that its operations, and those of its predecessors Sonkei and Mind-NRG, have consumed substantial amounts of cash since inception. The company warns that new equity financing will dilute existing stockholders, that debt financing may carry restrictive covenants, and that licensing deals may require it to give up proprietary rights.
The filing also warns that without enough capital, Minerva may have to delay, limit or end development programs, or stop operations altogether.
What comes next
Minerva must meet every continued listing requirement during the monitoring year. The filing gives no date for an FDA decision on roluperidone. Passing the net income test does not change the cash position: the last reported balance was $21.5 million, and the company says it will need significant additional capital.