Minerva Neurosciences, Inc. 8-K

What Happened

• On December 22, 2025, Minerva Neurosciences, Inc. (NERV) held its 2025 Annual Meeting and filed an 8-K reporting several shareholder approvals. Stockholders approved an amendment to the certificate of incorporation to increase authorized common shares from 125,000,000 to 250,000,000 and approved an amendment to the Amended and Restated 2013 Equity Incentive Plan to add 12,500,000 shares. The amended 2013 Plan is attached as Exhibit 10.1 to the filing.
• As of the record date (October 23, 2025) there were 6,993,406 shares of Common Stock and 1,391,674 shares of Series A Convertible Voting Preferred Stock outstanding (8,385,080 shares on an as-converted basis). Two directors were elected and Deloitte & Touche LLP was ratified as the company’s independent auditor.

Key Details

• Annual meeting date: December 22, 2025; record date: October 23, 2025 (8,385,080 as-converted shares outstanding).
• Authorized common stock increased to 250,000,000 shares (Proposal 2 passed; For 4,917,181, Against 314,773, Abstain 14,029).
• 2013 Equity Incentive Plan amended to add 12,500,000 shares (Proposal 4 passed; For 3,653,490, Against 32,045, Abstain 1,262, Broker non-votes 1,559,186).
• Director elections: Fouzia Laghrissi-Thode (For 3,502,340) and Inderjit Kaul (For 3,650,817). Auditor ratification: Deloitte & Touche LLP ratified (For 5,152,013).

Why It Matters

• Increasing authorized shares and adding 12.5M shares to the equity plan gives the company flexibility for future financings, stock issuances, and employee equity grants. That flexibility can dilute existing holders if shares are issued, so investors should watch future filings for any issuance or financing details.
• Approvals of the conversion issuance (Nasdaq-related), director elections, and auditor ratification are governance actions that confirm board composition and the company’s auditor for the fiscal year—items important to corporate oversight and investor confidence.