SCHEDULE: Federated Hermes Boosts Minerva Neurosciences Stake

Federated Hermes and affiliated entities have increased their beneficial ownership in Minerva Neurosciences, Inc. to 19.32% and committed to support a significant private placement.

Summary

• Federated Hermes, Inc. and affiliated entities now beneficially own 1,351,275 shares of Minerva Neurosciences, Inc. common stock, representing 19.32% of the class.
• The shares were acquired for an aggregate purchase price of $62,384,163.53 for investment purposes by client accounts.
• On October 21, 2025, Minerva Neurosciences entered a private placement agreement to issue Series A Convertible Preferred Stock and warrants for an aggregate offering price of up to $200 million.
• Managed Funds, advised by a Federated Hermes subsidiary, acquired 8,500 shares of Series A Convertible Preferred Stock (convertible into 4,020,500 common shares) and associated Tranche A and B Warrants.
• The conversion of Series A Preferred Stock and exercise of warrants are subject to stockholder approval for the issuance of underlying common stock.
• Managed Funds entered into Support Agreements, committing to vote their common stock 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 restriction is in place preventing Managed Funds from selling or transferring their voting securities in Minerva Neurosciences prior to the stockholder meeting where the proposals will be voted upon.

Sentiment

Score: 7

Explanation: The filing indicates a substantial institutional investment and a capital raise, which are generally positive for a company like Minerva Neurosciences. However, the contingent nature of full conversion on stockholder approval and transfer restrictions introduce minor uncertainties.

Positives

• Significant investment by Federated Hermes-advised funds, indicating confidence in Minerva Neurosciences.
• The private placement aims to raise up to $200 million, providing substantial capital for the Issuer.
• Support Agreements ensure investor alignment with key corporate actions, including the issuance of common stock for conversion and equity incentive plan adjustments.
• Increased beneficial ownership limitation for Series A Convertible Preferred Stock to 19.90% effective December 23, 2025, allowing for greater potential conversion.

Negatives

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

Risks

• Stockholder approval is required for the issuance of common stock upon conversion of Series A Convertible Preferred Stock and for increasing reserved shares under the equity incentive plan. Failure to obtain this approval could impact the full realization of the private placement's benefits.
• The exercisability of pre-funded warrants and conversion of Series A Convertible Preferred Stock are subject to beneficial ownership limitations (initially 14.99% and 9.99% respectively, with the latter increasing to 19.90% for Series A Preferred), which could delay or restrict full conversion/exercise.

Future Outlook

The private placement and associated agreements are designed to facilitate future capital infusion and strategic corporate actions, contingent on stockholder approval for the issuance of common stock upon conversion of preferred shares and adjustments to the equity incentive plan.

Industry Context

This filing reflects a significant institutional investment in a biotechnology company, Minerva Neurosciences, which is common for companies in the R&D-intensive pharmaceutical and biotech sectors seeking capital for drug development and operational expenses. Such private placements are a standard mechanism for funding growth and clinical trials, often involving convertible securities and warrants to attract investors.

Corporate Governance

Stakeholder Impact

• **Shareholders:** Existing shareholders will vote on proposals related to the issuance of new common stock and equity incentive plan adjustments, which could lead to dilution but also provides capital for the company. The Support Agreement ensures a block of votes for these proposals.
• **Company (Minerva Neurosciences):** Receives significant capital from the private placement, supporting its operations and strategic initiatives. Gains committed voting support for key corporate actions.
• **Investors (Federated Hermes-advised funds):** Increase their stake and influence in Minerva Neurosciences, with a commitment to support specific corporate governance actions. Their ability to sell shares is temporarily restricted.

Next Steps

• Minerva Neurosciences stockholders will need to vote on proposals, including the issuance of common stock upon conversion of Series A Preferred Stock and an increase to the reserved shares under the 2013 Equity Incentive Plan.
• The beneficial ownership limitation for Series A Convertible Preferred Stock will increase to 19.90% effective December 23, 2025.

Key Dates

Recommendation

The substantial capital raise and increased institutional stake by Federated Hermes are positive indicators for Minerva Neurosciences, suggesting confidence and providing financial runway. However, the contingent nature of full conversion on stockholder approval and temporary transfer restrictions for the institutional investor introduce a degree of uncertainty. A 'hold' recommendation is appropriate as the immediate impact is positive for funding, but the full implications and execution risks warrant observation before a stronger stance.

Keywords

Minerva Neurosciences, Federated Hermes, Schedule 13D, Private Placement, Convertible Preferred Stock, Warrants, Institutional Investment, Biotechnology, Pharmaceuticals, Equity Financing, Shareholder Agreement