SCHEDULE: Federated Hermes Boosts Minerva Neurosciences Stake

Federated Hermes, Inc. and affiliated entities have increased their beneficial ownership in Minerva Neurosciences, Inc. to 19.32% and acquired additional convertible preferred stock and warrants in a private placement.

Summary

• Federated Hermes, Inc. and its affiliates now beneficially own 1,351,275 shares of Minerva Neurosciences, Inc. common stock, representing 19.32% of the class.
• The aggregate purchase price for the common shares was $62,384,163.53.
• Managed Funds advised by Federated Hermes subsidiaries participated in a private placement on October 21, 2025, acquiring Series A Convertible Preferred Stock, Tranche A Warrants, and Tranche B Warrants.
• The private placement involved an aggregate offering price of up to $200 million for Minerva Neurosciences.
• Managed Funds specifically acquired 8,500 shares of Series A Convertible Preferred Stock (convertible into 4,020,500 common shares), Tranche A Warrants for 8,500 Series A Preferred shares, and Tranche B Warrants for 4,250 Series A Preferred shares.
• The conversion of Series A Preferred Stock and exercise of warrants are subject to stockholder approval for the issuance of underlying common stock and beneficial ownership limitations.
• Managed Funds have agreed to vote their shares in favor of the issuance of common stock upon conversion of Series A Preferred Stock, an increase in the equity incentive plan's reserved shares, and other customary annual meeting matters.
• A beneficial ownership limitation for Series A Convertible Preferred Stock was increased from 9.99% to 19.90%, effective December 23, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment by a major institutional investor, Federated Hermes, into Minerva Neurosciences. The capital raise of up to $200 million is a strong positive for the company's financial health and future operations. The support agreements also show investor commitment to key corporate actions. However, the contingent nature of full conversion on stockholder approval and transfer restrictions introduce minor uncertainties.

Positives

• Federated Hermes' increased stake and participation in the private placement signals confidence in Minerva Neurosciences.
• The private placement provides Minerva Neurosciences with up to $200 million in capital.
• The support agreements ensure investor alignment for key corporate actions, including the issuance of common stock for conversions and an increase in the equity incentive plan.

Negatives

• The conversion of Series A Convertible Preferred Stock and exercise of warrants are contingent on stockholder approval, introducing a potential delay or hurdle.
• Managed Funds are restricted from selling or transferring voting securities until the stockholder meeting, limiting their liquidity for these specific holdings.

Risks

• Stockholder approval is required for the issuance of common stock upon conversion of Series A Preferred Stock, which could impact the full realization of the investment.
• Beneficial ownership limitations (e.g., 14.99% for pre-funded warrants, 9.99% initially for Series A Preferred) restrict immediate full exercisability or conversion, though some limits are being adjusted.

Future Outlook

The future outlook for Minerva Neurosciences includes a potential capital infusion of up to $200 million from the private placement, contingent on stockholder approval for the issuance of underlying common stock. The company also plans to seek stockholder approval for an increase in its equity incentive plan's reserved shares.

Management Comments

• Reporting Persons, including Federated Hermes, Inc., the Voting Shares Irrevocable Trust, Thomas R. Donahue, Ann C. Donahue, and J. Christopher Donahue, declare that this report should not be construed as an admission that any of them is the beneficial owner of the securities held by any of the Managed Funds, and each expressly disclaims beneficial ownership of such securities.

Industry Context

This filing indicates a significant investment by a major asset manager, Federated Hermes, into a biotechnology company, Minerva Neurosciences. Such private placements are common in the biotech sector for funding research, development, and clinical trials, especially for companies like Minerva Neurosciences that are likely in the drug development phase. The structured nature of the investment, involving convertible preferred stock and warrants, is typical for growth-stage companies seeking capital while managing dilution and investor rights.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders will face potential dilution from the conversion of preferred stock and warrants, but the capital raise could support company growth and value. The support agreements ensure certain corporate actions will likely pass.
• Company (Minerva Neurosciences): Receives significant capital infusion (up to $200 million) to fund operations and strategic initiatives. Gains a committed institutional investor.
• Employees: Potential positive impact if capital leads to growth, R&D, and job stability, especially concerning the increase in the equity incentive plan.

Next Steps

• Minerva Neurosciences will seek stockholder approval for the issuance of common stock upon conversion of Series A Preferred Stock.
• Minerva Neurosciences will seek stockholder approval for an increase to the reserved shares under its Amended and Restated 2013 Equity Incentive Plan.
• The beneficial ownership limitation for Series A Convertible Preferred Stock will increase to 19.90% effective December 23, 2025.
• A stockholder meeting will be held where the Managed Funds will vote in favor of the Proposals.

Key Dates

Recommendation

The significant capital infusion of up to $200 million from the private placement, coupled with Federated Hermes' increased beneficial ownership and commitment through support agreements, provides a strong vote of confidence and financial stability for Minerva Neurosciences. However, the full conversion of preferred stock and warrants is contingent on stockholder approval, and the company's operational performance and strategic execution following this capital raise remain key factors. Investors should hold to observe the company's progress in utilizing this capital and the outcome of the stockholder vote before making further investment decisions.

Keywords

Minerva Neurosciences, Federated Hermes, Schedule 13D, Private Placement, Convertible Preferred Stock, Warrants, Beneficial Ownership, Biotechnology, Pharmaceuticals, Investment, Equity Incentive Plan