Minerva Neurosciences Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025OR Commission File Number 001-36517 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 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 $7.0 million as of June 30, 2025,when the last reported sales price was $1.72 per share. The number of shares of Registrant’s Common Stock outstanding as of March 6, 2026 was 43,274,398. Portions of the Registrant’s Definitive Proxy Statement relating to the 2026 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 ended December 31, 2025. MINERVA NEUROSCIENCES, INC.TABLE OF CONTENTS PagePART I.6Item 1.Business6Item 1A.Risk Factors26Item 1B.Unresolved Staff Comments63Item 1C.Cybersecurity63Item 2.Properties66Item 3.Legal Proceedings66Item 4.Mine Safety Disclosures66PART II.67Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities67Item 6.[Reserved]67Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations68Item 7A.Quantitative and Qualitative Disclosures about Market Risk78Item 8.Financial Statements and Supplementary Data79Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80Item 9A.Controls and Procedures80Item 9B.Other Information80Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections80PART III.81Item 10.Directors, Executive Officers and Corporate Governance81Item 11.Executive Compensation81Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters81Item 13.Certain Relationships and Related Person Transactions and Director Independence81Item 14.Principal Accountant Fees and Services81PART IV.82Item 15.Exhibits and Financial Statement Schedules82Exhibit Index82Item 16.Form 10-K Summary85Signatures86 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 on Form 10-K contains forward-looking statements within the meaning of the Priv