Minerva Neurosciences Inc美股招股说明书(2026-01-06版)

94,600,000 Shares of Common Stock This prospectus relates to the offer and resale, from time to time, by the selling stockholders named under the heading “Selling Stockholders” inthis prospectus, including their pledgees, donees, transferees, assignees, successors, designees or their respective successors-in-interest (the “SellingStockholders”), of up to 94,600,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), which consist of (i)37,840,000 shares of Common Stock issued or issuable upon conversion of 80,000 shares of our Series A Convertible Voting Preferred Stock, par value$0.0001 per share (“Series A Preferred Stock”), (ii) 37,840,000 shares of Common Stock issuable upon conversion of 80,000 shares of Series APreferred Stock issuable upon exercise of tranche A warrants (the “Preferred Tranche A Warrants”), and (iii) 18,920,000 shares of Common Stockissuable upon conversion of 40,000 shares of Series A Preferred Stock issuable upon exercise of tranche B warrants (the “Preferred Tranche BWarrants,” together with the Preferred Tranche A Warrants, the “Preferred Warrants”). An aggregate of 80,000 shares of Series A Preferred Stock,Preferred Tranche A Warrants to purchase an aggregate of 80,000 shares of Series A Preferred Stock and Preferred Tranche B Warrants to purchase anaggregate of 40,000 shares of Series A Preferred Stock, were sold to the Selling Stockholders in a private placement on October23, 2025. While we will not receive any proceeds from the sale of the Shares by the Selling Stockholders, we will receive proceeds from the exercise of anyPreferred Warrants for cash. We may receive cash proceeds of up to $80million from the exercise of the Preferred Tranche A Warrants and up to$40million from the exercise of the Preferred Tranche B Warrants. See the section titled “Prospectus Summary—Private Placement” for moreinformation. We have agreed, pursuant to a securities purchase agreement that we have entered into with the Selling Stockholders, to bear all of the expensesincurred in connection with the registration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters,selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares. Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell such Shares. The SellingStockholders may offer the Shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or throughany other means described in this prospectus under the caption “Plan of Distribution.” The Shares may be sold at fixed prices, at prevailing marketprices, at prices related to prevailing market prices or at negotiated prices. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entireprospectus, any amendments or supplements and the information incorporated by reference in this prospectus and any applicable amendment orprospectus supplement carefully before you make your investment decision. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “NERV.” On January 5, 2026, the last reported sale price of ourCommon Stock was $4.15 per share. You are urged to obtain current market quotations for our Common Stock. Investing in our Common Stock involves a high degree of risk. You should carefully read and consider the risks anduncertainties described in the section entitled “RiskFactors” on page 7 of this prospectus and under similar headings inany amendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that isincorporated by reference herein. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3, which we have filed with the Securities and Exchange Commission (the “SEC”)using a “shelf” registration process. Under this shelf registration process, the Selling Stockholders may from time to time sell the Shares described inthis prospectus in one or more offerings or otherwise as described under “Plan of Distribution.” You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement or inany amendment to this prospectus. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information, and ifanyone provides, or has provided you, with different or inconsistent information, you should not rely on it. The Selling Stockholders may offer to sell,and may solicit offers to buy, shares of our Common Stock only in jurisdictions