SCHEDULE: Boehringer Ingelheim Exits Minerva Neurosciences Stake

Boehringer Ingelheim International GmbH has filed an exit amendment to its Schedule 13D, reporting a beneficial ownership of 3.4% in Minerva Neurosciences, Inc. due to an increase in outstanding shares.

Summary

• Boehringer AG and Boehringer Ingelheim International GmbH (the "Reporting Persons") have filed an Amendment No. 1 to their Schedule 13D, which serves as an exit filing.
• The Reporting Persons ceased to be beneficial owners of more than 5% of Minerva Neurosciences, Inc.'s Common Stock on December 23, 2025.
• This decrease in percentage ownership is solely due to an increase in the number of outstanding shares of Common Stock, not due to any sales by the Reporting Persons.
• As of December 23, 2025, the Reporting Persons beneficially own an aggregate of 1,500,225 shares, representing 3.4% of the class.
• This aggregate includes 1,275,000 shares of Common Stock and an additional 225,225 shares receivable upon exercise of a Pre-Funded Warrant.
• The percentage is based on 43,274,398 shares of Common Stock outstanding as of December 23, 2025, as reported by Minerva Neurosciences, Inc. in its Registration Statement on Form S-3.

Sentiment

Score: 5

Explanation: The filing is an exit amendment for Boehringer Ingelheim, indicating their beneficial ownership in Minerva Neurosciences has fallen below 5% due to dilution from an increase in outstanding shares. While they did not sell their stake, the significant dilution could be perceived as neutral to slightly negative for existing shareholders if not accompanied by strong positive news from the capital raise.

Positives

• The filing indicates that Boehringer Ingelheim did not sell its shares, but rather its percentage ownership decreased due to dilution from an increase in Minerva Neurosciences' outstanding shares, suggesting continued holding of their original investment.

Negatives

• The dilution of Boehringer Ingelheim's stake from above 5% to 3.4% indicates a significant increase in Minerva Neurosciences' outstanding shares, which can dilute the value for existing shareholders if not offset by substantial positive developments.
• The exit filing, while technical, removes a significant institutional investor from the >5% beneficial ownership disclosure requirement, potentially reducing visibility into their future actions.

Risks

• Dilution of existing shareholder value due to the increase in outstanding shares of Common Stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Minerva Neurosciences, Inc. or the Reporting Persons regarding future operations or financial performance.

Industry Context

This filing primarily concerns a change in beneficial ownership reporting thresholds for a specific investor in Minerva Neurosciences, Inc., a biotechnology company. While not directly indicative of broader industry trends, significant dilution events in the biotech sector often accompany capital raises to fund research and development or clinical trials, which are common in this capital-intensive industry.

Legal Proceedings

• Neither of the Reporting Persons nor any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither of the Reporting Persons nor any person named in Schedule I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, resulting in a judgment, decree, or final order related to federal or state securities laws during the last five years.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution of their ownership percentage due to the increase in outstanding shares. The exit of a significant investor from the 13D reporting threshold means less public disclosure regarding their future holdings or intentions.
• Minerva Neurosciences, Inc.: The increase in outstanding shares likely indicates a successful capital raise, providing the company with additional funds for operations, research, or other strategic initiatives.

Next Steps

• The filing states it represents the "final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons," implying no further 13D filings are expected from these parties unless their ownership again exceeds 5%.

Key Dates

Recommendation

Boehringer Ingelheim's stake reduction below 5% is due to dilution, not a sale, suggesting they maintain their investment. However, the significant dilution implies a capital raise by Minerva Neurosciences, which could be positive for funding but dilutive for existing shareholders. Without details on the capital raise's terms or the company's use of proceeds, a 'hold' recommendation is prudent, awaiting further clarity on the impact of the dilution and the company's strategic direction.

Keywords

Minerva Neurosciences, Boehringer Ingelheim, Schedule 13D/A, beneficial ownership, exit filing, dilution, common stock, pre-funded warrant, pharmaceuticals, biotechnology