공시 • Oct 21
Minerva Neurosciences, Inc. announced that it expects to receive $80 million in funding from a group of investors
Minerva Neurosciences, Inc. announced that it has entered into a securities purchase agreement for private placement to issue 80,000 Series A preferred shares at an issue price of $1000 per share for gross proceeds of $80,000,000 and Preferred Tranche A Warrants to acquire shares of Series A Preferred Stock and Preferred Tranche B Warrants to acquire shares of Series A Preferred Stock on October 21, 2025. The transaction includes participation from from 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 and certain institutional investors. The closing of the private placement is expected to occur on or about October 23, 2025, subject to customary closing conditions. Each share of Series A Preferred Stock is, subject to the Stockholder Approval and certain beneficial ownership conversion limitations, automatically convertible into shares of common stock, par value $0.0001 per share, of the Company. Each Preferred Tranche A Warrant has an exercise price of $1,000 and may only be exercised for cash. The Preferred Tranche A Warrants are immediately exercisable for an aggregate of 80,000 shares of Series A Preferred Stock for an aggregate cash exercise price of $80 million. Each Preferred Tranche B Warrant has an exercise price of $1,000 and may be exercised by a cashless exercise. The Preferred Tranche B Warrants are exercisable for an aggregate of 40,000 shares of Series A Preferred Stock for an aggregate cash exercise price of $40 million. The Preferred Tranche B Warrants will expire on the four (4)-year anniversary of the Closing Date. The closing of the private placement is expected to occur on or about October 23, 2025, subject to customary closing conditions. Subject to the terms and limitations contained in the Certificate of Designation, the Series A Preferred Stock issued in the Private Placement will not become convertible until the Company’s stockholders approve the issuance of all Common Stock issuable upon conversion of the Series A Preferred Stock and the Preferred Warrants Shares (the “Stockholder Approval”). On the first (1st ) Trading Day (as defined in the Certificate of Designation) following the announcement of the Stockholder Approval, each share of Series A Preferred Stock shall automatically convert into the number of shares of Common Stock, at the conversion price of $2.11 per share, rounded down to the nearest whole share, subject to the terms and limitations contained in the Certificate of Designation, including that shares of Series A Preferred Stock shall not be convertible if the conversion would result in a holder beneficially owning more than 9.99% of the Company’s outstanding shares of Common Stock as of the applicable conversion date. The Series A Preferred Stock are being sold and, upon exercise the securities underlying the Preferred Warrants, will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Regulation D under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. The company will receive additional $80,000,000 in gross proceeds if all Preferred Tranche A warrants are exercised, and $40,000,000 million if all Preferred Tranche B Warrant are exercised subject to the terms and conditions specified therein. In conjunction with the financing, Minerva will increase the size of its board of directors and will appoint up to three directors to be designated by Vivo Capital LLC.