Minerva Neurosciences Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission File Number001-36517 Minerva Neurosciences, Inc. (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ 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 Actof 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subjectto 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit 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 reportingcompany, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate value of the Company’s Common Stock held by non-affiliates of the Company was approximately $12.9million as of June 30,2024, when the last reported sales price was $3.19 per share. The number of shares of Registrant’s Common Stock outstanding as of February 20, 2025 was6,993,406. Portions of the Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation14A with the Securities and Exchange Commission are incorporated by reference into Part III of this Report. Such proxy statement will be filedwith the Securities and Exchange Commission not later than 120 days following the end of the Registrant’s fiscal year endedDecember 31, 2024. MINERVA NEUROSCIENCES, INC.TABLE OF CONTENTS PagePART I.6Item 1.Business6Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments66Item 1C.Cybersecurity66Item 2.Properties68Item 3.Legal Proceedings68Item 4.Mine Safety Disclosures68PART II.69Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities69Item 6.[Reserved]69Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations70Item 7A.Quantitative and Qualitative Disclosures about Market Risk79Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B.Other Information81Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections81PART III.82Item 10.Directors, Executive Officers and Corporate Governance82Item 11.Executive Compensation82Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item 13.Certain Relationships and Related Person Transactions and Director Independence82Item 14.Principal Accountant Fees and Services82PART IV.83Item 15.Exhibits and Financial Statement Schedules83Exhibit Index83Item 16.Form 10-K Summary86Signatures87 All trademarks, trade names, service marks, and copyrights appearing in this Annual Report on Form 10-K are the property oftheir respective owners. This Annual Report o