aibioMinerva stockholders approve charter changes on officer liability and forum
Tickers NERV
At its June 3, 2026 annual meeting, Minerva's stockholders approved two charter amendments, and the board adopted amended bylaws the same day.
Key facts
- Company
- Minerva Neurosciences, Inc (NASDAQ: NERV)
- News type
- Company Updates
- Primary source
- Minerva Neurosciences, Inc 8-K (2026-06-04)
Minerva Neurosciences, Inc. (Nasdaq: NERV) said its stockholders approved two amendments to its Amended and Restated Certificate of Incorporation at the 2026 Annual Meeting of Stockholders, held on June 3, 2026. The first amendment limits the monetary liability of certain officers for damages to the fullest extent permitted by Delaware law. The second eliminates the exclusive forum provision. The restated charter became effective when it was filed with the Secretary of State of the State of Delaware on June 4, 2026, according to the company's Form 8-K filed the same day.
The bylaw changes
On June 3, 2026, the board approved an amendment and restatement of the company's bylaws, effective immediately. The amended bylaws give the board, or any director or officer it delegates to, authority to postpone, reschedule or cancel annual and special stockholder meetings at any time, before or after notice is given. They also clarify that notice of an adjourned meeting need not be given separately if the adjournment is displayed on the electronic network used for the meeting or appears in the original notice.
The advance notice provision changed in several ways. A nominating stockholder must now be a stockholder of record both at the annual meeting and at the time it gives notice. The bylaws remove a prior carve-out that accepted nominations made under federal law as an alternative basis for complying with the advance notice procedures. A stockholder may nominate no more people than the number of directors to be elected at the meeting. The bylaws also reflect the universal proxy rules in Rule 14a-19 under the Exchange Act. Nominating stockholders must now provide additional background information and disclosures, state whether they will comply with those rules, and accept that a nomination is disregarded if they do not comply.
Other changes address adjournments after a technical failure in remote meetings and remove the requirement that the list of voting stockholders be available during the meeting. The forum provisions add any appellate court from the Court of Chancery to the designated forum for certain derivative and state law claims. They name the United States District Court for the District of Delaware as a fallback forum, and designate the federal district courts of the United States as the exclusive forum for complaints under the Securities Act of 1933, as amended.
Background and financial position
The company's annual report for 2025 describes roluperidone, its product candidate for negative symptoms of schizophrenia. The company says it is advancing plans for an additional confirmatory Phase 3 trial, which it calls the C19 trial, in consultation with the FDA. It expects to fund that trial and its NDA resubmission in part with net proceeds from its October 2025 private placement.
The annual report gives cash, cash equivalents and restricted cash of $82.4 million as of December 31, 2025. It says the company believes that amount will meet its operating commitments for at least twelve months from the date its financial statements are issued.
The financial data reported to the SEC show research and development expense of $5.8 million for 2025, down from $11.9 million for 2024. Cash from operations was negative $13.5 million for 2025 and negative $19.6 million for 2024. Year-end cash and cash equivalents were $21.4 million for 2024.
What the changes mean for holders
The changes add no money and no trial data. The exculpation amendment narrows the damages that stockholders can seek from covered officers, and the bylaws give the board more control over when meetings are held and add hurdles for stockholders who want to nominate directors. Minerva still has to run the C19 trial, and its annual report says there can be no assurances that it will resubmit the NDA and obtain approval for roluperidone in a timely manner, on favorable terms, or at all. The annual report also says the company will require additional capital that may not be available on acceptable terms, and that raising funds by issuing equity will cause dilution to existing stockholders. The financial data show a net loss of $293.4 million for 2025 and cash from operations of negative $13.5 million.