nerv-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36517

Minerva Neurosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		26-0784194
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1601 Trapelo Road, Suite 286 Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 600-7373

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NERV	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock, $0.0001 par value per share, outstanding as of July 28, 2021 was 42,721,566.

INDEX TO FORM 10-Q

		Page
	PART I — Financial Information

Item 1.	Financial Statements (unaudited):	4
	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2021 and 2020	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26

	PART II — Other Information

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31

Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q, or Quarterly Report, to “Minerva,” “the Company,” “we,” “us,” and “our” refer to Minerva Neurosciences, Inc. and, where appropriate, its subsidiaries.

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements reflect our plans, estimates and beliefs. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not transpire. These risks and uncertainties include, but are not limited to, the risks included in this Quarterly Report on Form 10-Q under Part II, Item IA, “Risk Factors” and in our Annual Report on Form 10-K for the year ended December 31, 2020 under Part I, Item IA, “Risk Factors.”

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this document. You should read this document with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

All trademarks, trade names and service marks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

PART I – Financial Information

Item 1 – Financial Statements

MINERVA NEUROSCIENCES, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	74,214,767		$	25,356,952
Restricted cash		100,000			100,000
Prepaid expenses and other current assets		910,577			1,983,264
Total current assets		75,225,344			27,440,216

Other noncurrent assets		14,808			14,808
Operating lease right-of-use assets		14,939			101,786
In-process research and development		15,200,000			15,200,000
Goodwill		14,869,399			14,869,399
Total assets	$	105,324,490		$	57,626,209

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,593,697		$	995,614
Accrued expenses and other current liabilities		2,834,425			2,053,409
Operating leases		16,288			111,229
Total current liabilities		4,444,410			3,160,252
Deferred taxes		1,803,356			1,803,356
Liability related to the sale of future royalties		62,907,895			—
Total liabilities		69,155,661			4,963,608
Commitments and contingencies (Note 9)

Stockholders’ equity
Preferred stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of June 30, 2021 and December 31, 2020, respectively		—			—
Common stock; $0.0001 par value; 125,000,000 shares authorized; 42,721,566 shares issued and outstanding as of June 30, 2021 and December 31, 2020		4,272			4,272
Additional paid-in capital		340,353,900			337,453,776
Accumulated deficit		(304,189,343	)		(284,795,447	)
Total stockholders’ equity		36,168,829			52,662,601
Total liabilities and stockholders’ equity	$	105,324,490		$	57,626,209

See accompanying notes to condensed consolidated financial statements.

MINERVA NEUROSCIENCES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues
Collaborative revenue	$	—		$	41,175,600		$	—		$	41,175,600
Total revenues		—			41,175,600			—			41,175,600
Expenses
Research and development	$	5,520,928		$	5,766,984		$	8,779,635		$	13,849,494
General and administrative		3,442,365			5,900,518			7,691,179			10,089,586
Total expenses		8,963,293			11,667,502			16,470,814			23,939,080
(Loss) gain from operations		(8,963,293	)		29,508,098			(16,470,814	)		17,236,520

Foreign exchange losses		(18,997	)		(3,661	)		(23,853	)		(13,053	)
Investment income		4,566			24,939			8,666			154,744
Non-cash interest expense for the sale of future royalties		(1,611,439	)		—			(2,907,895	)		—
Net (loss) income	$	(10,589,163	)	$	29,529,376		$	(19,393,896	)	$	17,378,211

Net (loss) income per share, basic	$	(0.25	)	$	0.75		$	(0.45	)	$	0.44
Weighted average shares outstanding, basic		42,721,566			39,483,187			42,721,566			39,330,389
Net (loss) income per share, diluted	$	(0.25	)	$	0.73		$	(0.45	)	$	0.43
Weighted average shares outstanding, diluted		42,721,566			40,278,071			42,721,566			40,144,996

See accompanying notes to condensed consolidated financial statements.

MINERVA NEUROSCIENCES, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-In Capital		Deficit			Total
Balances at January 1, 2020		39,084,121	$	3,908	$	314,511,853	$	(286,736,218	)	$	27,779,543
Exercise of stock options		135,013		14		797,615		—			797,629
Stock-based compensation		—		—		2,198,187		—			2,198,187
Net loss		—		—		—		(12,151,165	)		(12,151,165	)
Balances at March 31, 2020		39,219,134	$	3,922	$	317,507,655	$	(298,887,383	)	$	18,624,194
Issuance of common stock in a public offering		1,361,956		136		5,178,324		—			5,178,460
Costs related to issuance of common stock		—

SEC Form 10-Q filed by Minerva Neurosciences, Inc