NERV.NASDAQMinerva Neurosciences, INC
10-K/A: Minerva Neurosciences Files Amended 10-K to Correct Data Tagging
Sentiment:
10-K/A Amendment
Minerva Neurosciences files an amendment to its annual report to include missing Inline eXtensible Business Reporting Language (XBRL) data tagging.
Capital raiseOn June 27, 2023, the company entered into a securities purchase agreement with the Federated Hermes Kaufmann Funds and Boehringer Ingelheim International GmbH.The company agreed to issue and sell to the investors in a private placement (i) an aggregate of 1,425,000 shares of common stock, at a purchase price of $10.00 per share, and (ii) in lieu of additional shares of common stock, pre-funded warrants to purchase an aggregate of 575,575 shares of common stock, at a purchase price of $9.99 per pre-funded warrant.The Private Placement closed on June 30, 2023, resulting in net proceeds of approximately $19.6 million after deducting offering expenses of approximately $0.4 million.
Summary
- Minerva Neurosciences has filed Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2024.
- The amendment is solely for the purpose of including certain Inline eXtensible Business Reporting Language data tagging, which was inadvertently omitted from Part III, Items 10 and 11, of the Original 10-K.
- The filing also includes currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
- No new financial statements have been included in this Amendment, and it does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.
- Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted since no financial statements have been included.
- The amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events.
- As of April 18, 2025, the number of shares of Registrant's Common Stock outstanding was 6,993,406.
- The aggregate value of the Company's Common Stock held by non-affiliates of the Company was approximately $12.9 million as of June 28, 2024, when the last reported sales price was $3.19 per share.
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing, indicating standard corporate governance practices. The sentiment is neutral to slightly positive as it reflects the company's commitment to compliance.
Positives
- The company is taking steps to ensure compliance with SEC reporting requirements by correcting the omission of XBRL data tagging.
Future Outlook
The company has agreed to use commercially reasonable efforts to keep the registration statement effective until the earlier of (i) the third anniversary of the effective date of the initial registration statement covering the Registrable Securities; (ii) the date all Shares and all shares of common stock underlying the pre-funded warrants may be sold under Rule 144 of the Securities Act of 1933, as amended, without being subject to any volume, manner of sale or publicly available information requirements; or (iii) immediately prior to the closing of a Change of Control (as such term is defined in the Securities Purchase Agreement).
Industry Context
This filing is a routine amendment to ensure compliance with SEC regulations regarding data tagging, which is increasingly important for data analysis and comparability in the biotech industry.
Comparison to Industry Standards
- XBRL filings are standard practice for publicly traded companies to ensure transparency and data accessibility.
- Comparable companies like Biogen and Amarin Corporation also adhere to these SEC requirements.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Code of Ethics | The Code of Ethics is available on our website at Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K. | N/A | Ensures ethical conduct of officers, directors and employees. |
| Insider Trading Policy | We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees (the Insider Trading Policy). | N/A | Ensures compliance with applicable laws and regulations relating to insider trading. |
| Clawback Policy | In November 2023, our Board adopted a written compensation recovery policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable Nasdaq rules | November 2023 | Allows the company to recover incentive-based compensation from executive officers under certain circumstances. |
| Related Person Transaction Policy | We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration, and approval or ratification of related person transactions. | N/A | Ensures transparency and fairness in transactions involving related persons. |
Related Party Transactions
- In 2023 and 2024, the Company paid PPRS Research, Inc. approximately $2.1 million and $2.1 million, respectively, for program and project management services, including research and development services and coordination with investigators and contract research organizations.
- In 2023 and 2024, the Company paid Dr. Saoud approximately $541,000 and $529,000, respectively, for consulting services.
Stakeholder Impact
- The amendment ensures accurate financial reporting, which benefits shareholders by providing reliable information for investment decisions.
Key Dates
| Date | Description |
|---|---|
| 2007-08-30 | License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of August 30, 2007 |
| 2008-09-01 | License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of September 1, 2008 |
| 2009 | Hans Peter Hasler has served as Chairman of the Board of HBM Healthcare Investments AG, a SIX Swiss Exchange listed company, since 2009. |
| 2010-07 | Dr. Remy Luthringer has provided services to us since July 2010, first as a consultant and then as an employee beginning in May 2014. |
| 2010-06 | Mr. Race served as the Chief Executive Officer and acting Chief Financial Officer of Funxional Therapeutics Ltd., a clinical stage pharmaceutical company which was spun out of Cambridge University, UK, from June 2010 to November 2013. |
| 2010 | Mr. van Heek also previously served as a board member and chairman of the Audit Committee of Amarin Corporation, a publicly traded biopharmaceutical company from 2010 to 2023. |
| 2011-06-16 | Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of June 16, 2011 |
| 2014-01-20 | Second Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of January 20, 2014 |
| 2014-01 | Frederick Ahlholm has provided services to us since January 2014, first as a consultant and then as an employee beginning in June 2014. |
| 2014-02-11 | Share Purchase Agreement between the Registrant, Mind-NRG SA and Various Shareholders dated as of February 11, 2014 |
| 2014-02-13 | Co-Development and License Agreement between Janssen Pharmaceutica, N.V. and the Registrant, dated as of February 13, 2014 |
| 2014-05 | Dr. Remy Luthringer has provided services to us since July 2010, first as a consultant and then as an employee beginning in May 2014. |
| 2014-06 | Frederick Ahlholm has provided services to us since January 2014, first as a consultant and then as an employee beginning in June 2014. |
| 2014-07 | Jan van Heek has served on our Board since July 2014. |
| 2014-11 | Dr. Remy Luthringer was named our President and Chief Executive Officer in November 2014, and served as President until December 2017. He has served on our Board since November 2014. |
| 2015-03-13 | Form of Securities Purchase Agreement between certain investors referenced therein and the Registrant, dated as of March 13, 2015 |
| 2015-03-13 | Form of Registration Rights Agreement between certain investors referenced therein and the Registrant, dated as of March 13, 2015 |
| 2015-04-21 | Second Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of April 21, 2015 |
| 2015-05 | Dr. Fouzia Laghrissi-Thode has served on our Board since May 2015. |
| 2015-11 | Dr. David Kupfer has served on our Board since November 2015. |
| 2016-03-17 | Common Stock Purchase Agreement, dated March 17, 2016, by and between David Kupfer and the Registrant |
| 2016-08-01 | Employment Agreement, dated as of August 1, 2016, by and between Mind-NRG SARL and Dr. Remy Luthringer |
| 2016-08-01 | Employment Agreement, dated as of August 1, 2016, by and between Mind-NRG SARL and Geoffrey Race |
| 2016-08-01 | Employment Agreement, dated as of August 1, 2016, by and between the Registrant and Frederick Ahlholm |
| 2016-12-16 | Form of Restricted Stock Unit Agreement under the Amended and Restated 2013 Equity Incentive Plan of the Registrant |
| 2017-06-13 | Amendment No. 1 to Co-Development and License Agreement dated June 13, 2017, by and between the Registrant and Janssen Pharmaceutica NV |
| 2017-12 | Hans Peter Hasler has served on our Board since December 2017. |
| 2017-12 | Dr. Remy Luthringer was named our President and Chief Executive Officer in November 2014, and served as President until December 2017. |
| 2018-04-01 | Our Amended and Restated Non-Employee Director Compensation Plan, as adopted by our Board, became effective April 1, 2018 |
| 2018-09 | Mr. Hasler has served as the Chairman of Shield Therapeutics, an AIM-listed specialty-pharma company, since September 2018 |
| 2019-09-18 | Commercial Supply Agreement by and between the Registrant and Catalent Germany Schorndorf GmbH, dated September 18, 2019 |
| 2020 | Until 2020, Mr. Hasler served as the Chief Executive Officer of Vicarius Pharma AG, a privately held company that provided strategic options to non-European bio-pharma companies bringing late-stage assets to the European market. |
| 2020-06-24 | Settlement Agreement, dated as of June 24, 2020, by and between the Registrant and Janssen Pharmaceutica, N.V. |
| 2021-01-15 | Royalty Purchase Agreement, dated as of January 15, 2021, by and between the Registrant and RPI 2019 Intermediate Finance Trust (redacted) |
| 2021-03 | Mr. Hasler has served as a Director of Gain Therapeutics, a Nasdaq-listed biotechnology company, since March 2021. |
| 2021-05 | Mr. Race most recently held the positions of the Company's Executive Vice President and Chief Financial Officer, from May 2014 to October 2021, and Chief Business Officer from January 2016 to October 2021. |
| 2021-05 | Remy Luthringer Supplemental Retention Benefits Letter Agreement (redacted) |
| 2021-08 | Consists of performance-based restricted stock units (PRSUs) granted pursuant to our tender offer in August 2021 |
| 2021-09-15 | Dr. Saoud resigned from the position of Senior Vice President, Head of Research and Development, effective September 15, 2021. |
| 2021-10-11 | First Amendment to the Employment Agreement of Geoff Race by and between Mind-NRG SARL and Geoff Race, effective October 11, 2021 |
| 2021-10-11 | Amended and Restated Employment Agreement by and between Minerva Neurosciences, Inc. and Frederick Ahlholm, effective October 11, 2021 |
| 2022-06-17 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-36517 3.1 June 17, 2022 |
| 2022-07-01 | Transition, Separation, and Consulting Agreement, as amended by that certain First Amendment effective July 1, 2022 |
| 2022-09-14 | Open Market Sale Agreement, dated as of September 14, 2022, by and between the Registrant and Jefferies LLC |
| 2022-12-13 | First Amendment to the Employment Agreement of Remy Luthringer by and between Mind-NRG SARL and Remy Luthringer, effective December 13, 2022 |
| 2023-01-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Second Amendment effective January 1, 2023 |
| 2023-03-06 | Second Amendment to the Employment Agreement of Remy Luthringer by and between Mind-NRG SARL and Remy Luthringer, effective March 6, 2023 |
| 2023-04-28 | The first milestone was achieved on April 28, 2023, and as a result 88,077, 46,987 and 19,843 of the PRSUs vested with respect to each of Dr. Luthringer, Mr. Race and Mr. Ahlholm. |
| 2023-06-27 | On June 27, 2023, we entered into a securities purchase agreement (the Securities Purchase Agreement) with the Federated Hermes Kaufmann Funds and Boehringer Ingelheim International GmbH (collectively, the Investors), pursuant to which we agreed to issue and sell to the Investors in a private placement (the Private Placement) |
| 2023-06-30 | The Private Placement closed on June 30, 2023, as a result of which we received aggregate net proceeds of approximately $19.6 million after deducting offering expenses of approximately $0.4 million payable by us. |
| 2023-07-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Third Amendment effective July 1, 2023 |
| 2023-07-07 | This information is based partially on the information reported on the Schedule 13D filed by Boehringer AG (BI GP) and Boehringer Ingelheim International GmbH on July 7, 2023. |
| 2023-08-04 | Transition, Separation, and Consulting Agreement, as amended by that certain Fourth Amendment effective August 4, 2023 |
| 2023-08-09 | Pursuant to the Securities Purchase Agreement, we filed a registration statement on Form S-3 (File No. 333-273686), which was declared effective by the SEC on August 9, 2023, covering the resale of the Registrable Securities (as such term is defined in the Securities Purchase Agreement). |
| 2023-08-29 | Boehringer Ingelheim International GmbH designated a board observer on August 29, 2023. |
| 2023-11 | In November 2023, our Board adopted a written compensation recovery policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable Nasdaq rules, a copy of which is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
| 2023-11-29 | Our Amended and Restated Non-Employee Director Compensation Plan, as adopted by our Board, became effective April 1, 2018 and was amended on November 29,2023. |
| 2024-01-01 | Effective January 1, 2024, Dr. Luthringer was entitled to an annual base salary of $649,064. |
| 2024-01-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Fifth Amendment effective April 1, 2024 |
| 2024-01-01 | Effective January 1, 2024 and through March 15, 2023, Dr. Saoud was entitled to receive $24,000 for up to fifteen hours of consulting services per week for a four-week period. |
| 2024-01-18 | This information is based partially on the information reported on the Schedule 13G/A filed by Federated Hermes, Inc. (the Federated Hermes Parent) on January 18, 2024. |
| 2024-03-16 | Effective March 16, 2023 and through March 31, 2024, Dr. Saoud was entitled to receive $27,000 for up to fifteen hours of consulting services per week for a four-week period. |
| 2024-04-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Fifth Amendment effective April 1, 2024 |
| 2024-04-01 | Effective April 1, 2024 and through December 31, 2024, Dr. Saoud was entitled to receive $30,000 for up to fifteen hours of consulting services per week for a four-week period. |
| 2024-06-28 | The aggregate value of the Company's Common Stock held by non-affiliates of the Company was approximately $12.9 million as of June 28, 2024, when the last reported sales price was $3.19 per share. |
| 2024-08-06 | Ms. Hilleman resigned from the Board effective August 6, 2024. |
| 2024-12-05 | Our Amended and Restated Non-Employee Director Compensation Plan was further amended on December 5, 2024, which became effective on January 1, 2025. |
| 2024-12-31 | The following table provides certain information with respect to all of the Company's equity compensation plans in effect as of December 31, 2024. |
| 2025-01-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Sixth Amendment effective January 1, 2025 |
| 2025-01-01 | Our Amended and Restated Non-Employee Director Compensation Plan was further amended on December 5, 2024, which became effective on January 1, 2025. |
| 2025-01-01 | Effective January 1, 2025 and through March 31, 2025, Dr. Saoud was entitled to receive $30,000 for up to fifteen hours of consulting services per week for a four-week period. |
| 2025-03-31 | The following table sets forth certain information regarding the ownership of the Company's common stock as of March 31, 2025 |
| 2025-04-01 | Transition, Separation, and Consulting Agreement, as amended by that certain Seventh Amendment effective April 1, 2025 |
| 2025-04-01 | Effective April 1, 2025 and through April 30, 2025, Dr. Saoud will be entitled to receive $30,000 for up to fifteen hours of consulting services per week for a four-week period. |
| 2025-04-18 | The number of shares of Registrants Common Stock outstanding as of April 18, 2025 was 6,993,406. |
| 2025-04-28 | Date of filing the amendment. |
| 2025-04-30 | Dr. Saouds consulting services will end on April 30, 2025, subject to termination or renewal. |
Keywords
10-K/A, XBRL, Amendment, Financial Reporting, Minerva Neurosciences
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