Entry into a Material Definitive Agreement.
On May 27, 2026, Minerva Neurosciences, Inc. (the "Company") entered into a Sales Agreement(the "Agreement") with Leerink Partners LLC (the "Agent") with respect to an "at-the market" offering program, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, par value $0.0001 per share ("Common Stock"). The issuance and sale, if any, of shares of the Company's Common Stock under the Agreement will be effected pursuant to the Company's registration statement on Form S-3 (File No. 333-294203), which became effective on March 19, 2026, and the related prospectus supplement dated May 27, 2026 (the "Prospectus Supplement"), in each case filed with the U.S. Securities and Exchange Commission (the "SEC"). In accordance with the terms of the Agreement, under the Prospectus Supplement, the Company may offer and sell shares of its Common Stock having an aggregate offering price of up to $75.0 million from time to time through the Agent (such shares of Common Stock, the "ATM Shares" and such program, the "ATM Offering").
Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares on the Company's behalf from time to time, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market LLC. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission of 3.0% of the gross proceeds of any sales of the ATM Shares sold through the Agent under the Agreement.
The issuance and sale of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares, and the Agent is not required to sell any specific number or dollar amount of the ATM Shares under the Agreement. The Company or the Agent may suspend the offering of the ATM Shares upon notice to the other party and subject to other conditions and, by giving prior notice as specified in the Agreement, terminate the Agreement in each party's sole discretion.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
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