SEC Form 8-K filed by Minerva Neurosciences Inc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 22, 2025, Minerva Neurosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) to, among other things, increase the aggregate number of shares of common stock, $0.0001 par value per share (“Common Stock”), authorized for issuance under the 2013 Plan by 12,500,000 shares.
A more detailed summary of the material features of the 2013 Plan is set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on November 24, 2025. That summary and the foregoing description are qualified in their entirety by reference to the 2013 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As of October 23, 2025, the record date for the 2025 Annual Meeting, 6,993,406 shares of Common Stock were outstanding and entitled to vote at the 2025 Annual Meeting and 1,391,674 shares of the Company’s Series A Convertible Voting Preferred Stock were outstanding and entitled to vote at the 2025 Annual Meeting (resulting in 8,385,080 shares of Common Stock on an as-converted to Common Stock basis). A summary of the matters voted upon by stockholders at the 2025 Annual Meeting, as well as the final voting results (reflected on an as-converted to Common Stock basis), with respect to each matter, is set forth below.
Proposal 1: Election of Directors. Two nominees were elected to serve on the Company’s Board of Directors until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified with the votes set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Fouzia Laghrissi-Thode |
3,502,340 | 184,457 | 1,559,186 | |||
| Inderjit Kaul |
3,650,817 | 35,980 | 1,559,186 |
Proposal 2: Approval of an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the total number of authorized shares of Common Stock from 125,000,000 shares to 250,000,000 shares. The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,917,181 | 314,773 | 14,029 | — |
Proposal 3: Approval, for purposes of complying with Nasdaq Listing Rules, including Rule 5635(d), of the issuance of shares of Common Stock upon the conversion of the Company’s Series A Convertible Voting Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), including shares of Common Stock issuable upon the conversion of any Series A Preferred Stock issuable upon exercise of warrants to purchase Series A Preferred Stock. The Company’s stockholders approved Proposal 3. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,909,574 | 114,818 | 1,360 | 1,559,186 |
Proposal 4: Approval of an amendment to the Company’s 2013 Plan to, among other things, increase the aggregate number of shares of Common Stock authorized for issuance under the 2013 Plan by 12,500,000 shares. The Company’s stockholders approved Proposal 4. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,653,490 | 32,045 | 1,262 | 1,559,186 |
Proposal 5: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement. The Company’s stockholders approved Proposal 5. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,637,436 | 26,533 | 22,828 | 1,559,186 |
Proposal 6: Ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified with the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,152,013 | 77,671 | 16,299 | — |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Minerva Neurosciences, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MINERVA NEUROSCIENCES, INC. | ||||||
| Date: December 22, 2025 | By: | /s/ Frederick Ahlholm | ||||
| Frederick Ahlholm | ||||||
| Chief Financial Officer | ||||||