• Minerva secures $80 million up front and up to an additional $80 million subject to the full exercise of Tranche A warrants.
• Minerva and the FDA have defined a path forward for roluperidone’s clinical development and NDA resubmission.
• Further $40 million proceeds may be received in connection with cash exercise of Tranche B warrants contingent upon achievement of milestone event. With the proceeds of the financing and alignment with the FDA, Minerva is expected to be sufficiently funded through the confirmatory Phase 3 trial for roluperidone and the resubmission of its New Drug Application (NDA) to the FDA.
• Up to three additional directors with significant schizophrenia clinical trial experience are expected to be appointed to the board of directors to further strengthen and support Minerva’s clinical operations team.  

 Minerva Neurosciences, Inc. (Nasdaq: NERV) (the “Company”), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system disorders, announced that the Company has entered into a securities purchase agreement with certain institutional investors (the “Purchasers”) that will provide up to $200 million in gross proceeds, before deducting placement agent fees and other expenses, to Minerva through a private placement that includes initial upfront funding of $80 million in exchange for shares of the Company’s Series A preferred stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”) and up to an additional $80 million in gross proceeds if all Tranche A warrants are exercised, subject to the terms and conditions specified therein. Additional proceeds of $40 million may be received if all Tranche B warrants are exercised by cash payment upon the achievement of milestone event as further described below.

In conjunction with the financing, Minerva will increase the size of its board of directors and will appoint up to three directors, expected to have significant schizophrenia clinical trial experience, designated by the investors to strengthen and support clinical operations management and the conduct of the confirmatory Phase 3 trial of roluperidone.

The closing of the private placement is expected to occur on or about October 23, 2025, subject to customary closing conditions.

This private placement follows the Company’s announcement in August of its alignment with the U.S. Food and Drug Administration (“FDA”) on the design of the confirmatory Phase 3 trial of roluperidone. The financing is led by Vivo Capital LLC, with participation from new and existing investors including Janus Henderson Investors, Federated Hermes Kaufmann Funds, Farallon Capital Management, Coastlands Capital, Balyasny Asset Management, Logos Capital, BSQUARED Capital, Trails Edge Capital Partners, Ally Bridge Group, Foresite Capital and Spruce Street Capital as well as several healthcare-focused funds, with Jefferies LLC acting as sole placement agent.

Minerva expects that the net proceeds of this private placement will be used to finance the confirmatory Phase 3 trial of roluperidone including upsizing the trial, preparation and resubmission of its NDA, the readiness of the commercial launch of roluperidone in the U.S., if approved, and for working capital and general corporate purposes.

“Minerva is developing roluperidone for the treatment of patients suffering from the negative symptoms of schizophrenia. We will now refocus all of our efforts on the successful execution of the confirmatory trial with the objective of demonstrating that roluperidone can effectively treat patients with impairing negative symptoms. I would like to thank the FDA for their engagement in defining a path forward for roluperidone’s development. Their guidance and advice, including the FDA Public Meeting in August 2024 has been invaluable. I would also like to thank our investors for their confidence in our ability to advance roluperidone and for providing the financial resources necessary to enable Minerva to conduct the confirmatory Phase 3 trial and, if successful make roluperidone available to millions of patients worldwide,” said Dr. Remy Luthringer, Chairman and Chief Executive Officer of Minerva.