SCHEDULE 13G: Vivo Funds Disclose 9.99% Passive Stake in Minerva Neurosciences

Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity Cayman Fund, L.P. have disclosed passive beneficial ownership stakes of 9.99% each in Minerva Neurosciences, Inc. common stock.

Summary

• Vivo Opportunity Fund Holdings, L.P. and its general partner, Vivo Opportunity, LLC, beneficially own an aggregate of 8,591,572 shares of Minerva Neurosciences, Inc. common stock, representing 9.99% of the class.
• Vivo Opportunity Cayman Fund, L.P. and its general partner, Vivo Opportunity Cayman, LLC, beneficially own an aggregate of 868,428 shares of Minerva Neurosciences, Inc. common stock, also representing 9.99% of the class.
• The reported share amounts for Vivo Opportunity Fund Holdings, L.P. include 3,925,900 common shares converted from Series A Preferred Stock, 369,886 common shares convertible from Series A Preferred Stock, and 4,295,786 common shares convertible from Preferred Tranche A Warrants.
• The reported share amounts for Vivo Opportunity Cayman Fund, L.P. include 396,847 common shares converted from Series A Preferred Stock, 37,367 common shares convertible from Series A Preferred Stock, and 434,214 common shares convertible from Preferred Tranche A Warrants.
• Both reporting entities exclude Preferred Tranche B Warrants from their beneficial ownership calculation as they are not exercisable within 60 days.
• The percentage of class is based on 43,274,398 shares of Common Stock outstanding, as reported on a Form S-3 filed on December 23, 2025.
• The Series A Preferred Stock contains a provision preventing conversion if it would result in the holder obtaining greater than 9.99% of the Issuer's voting securities, though reported amounts include shares without giving effect to this blocking provision for calculation purposes.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual disclosure of beneficial ownership and does not contain information that inherently suggests positive or negative sentiment towards the company's performance or prospects.

Future Outlook

This filing does not contain forward-looking statements or guidance, as it is a disclosure of current beneficial ownership.

Industry Context

This filing indicates a significant, passive investment by Vivo Opportunity funds in Minerva Neurosciences, a common occurrence for institutional investors taking positions in publicly traded biotechnology or pharmaceutical companies. The 9.99% cap on conversion suggests a strategic decision to remain below a threshold that would trigger more stringent reporting or activist investor classifications.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of significant passive stakes by institutional investors provides transparency regarding the company's ownership structure. The 9.99% conversion limit helps prevent undue concentration of voting power.
• Management: Awareness of large, passive institutional holders can influence strategic decisions, though the stated passive nature of the investment suggests no immediate intent to influence control.

Key Dates

Keywords

Minerva Neurosciences, MNVA, Vivo Opportunity Fund, Vivo Opportunity Cayman Fund, Schedule 13G, Beneficial Ownership, Common Stock, Series A Preferred Stock, Warrants, Institutional Investor