Minerva Neurosciences, Inc. (NASDAQ:NERV) Files An 8-K Entry into a Material Definitive Agreement

Minerva Neurosciences, Inc. (NASDAQ:NERV) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive
Agreement

On June28, 2017, Minerva Neurosciences, Inc. (the
Company) entered into an underwriting
agreement (the Underwriting Agreement)
with Citigroup Global Markets Inc. and Jefferies LLC, as
representatives of the several underwriters named therein (the
Underwriters), to issue and sell
5,000,000 shares of common stock of the Company
(Common Stock) in an underwritten
public offering to a Registration Statement on Form S-3 (File No.333-205764) and a
related prospectus and prospectus supplement, in each case filed
with the Securities and Exchange Commission (the
Offering). The offering price to the
public is $7.75 per share of Common Stock. In addition, the
Company granted the Underwriters an option to purchase, for a
period of 30 days, up to an additional 750,000 shares of Common
Stock. The Company estimates that the net proceeds from the
Offering will be approximately $36.0million, or approximately
$41.5million if the Underwriters exercises in full their option
to purchase additional shares of Common Stock, in each case after
deducting underwriting discounts and commissions and estimated
offering expenses. The offering is scheduled to close on July5,
2017, subject to customary closing conditions.

The Underwriting
Agreement contains customary representations, warranties,
covenants and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit.

A copy of the
legal opinion as to the legality of the shares of Common Stock to
be issued and sold in the Offering is filed as Exhibit 5.1 to
this Current Report on Form 8-K.


Item8.01
Other Events

On June27, 2017,
the Company issued a press release announcing the Offering. On
June28, 2017, the Company issued a second press release
announcing that it had priced the Offering.Copies of the press
releases are filed herewith as Exhibits99.1 and 99.2,
respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.


Item9.01.
Financial Statements and Exhibits


(d)
Exhibits


Exhibit


No.


Description

1.1 Underwriting Agreement by and among Minerva Neurosciences,
Inc., Citigroup Global Markets Inc. and Jefferies LLC, dated
June28, 2017.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
99.1 Press Release, dated June27, 2017.
99.2 Press Release, dated June28, 2017.



Minerva Neurosciences, Inc. Exhibit
EX-1.1 2 d417449dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 5,…
To view the full exhibit click here
About Minerva Neurosciences, Inc. (NASDAQ:NERV)

Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the development and commercialization of a portfolio of product candidates to treat patients suffering from central nervous system (CNS) diseases. The Company’s product portfolio include MIN-101 for the treatment of schizophrenia; MIN-117 for the treatment of major depressive disorder (MDD); MIN-202 (also known as JNJ-42847922) for the treatment of insomnia disorder and adjunctive MDD, and MIN-301 for the treatment of Parkinson’s disease. MIN-101 blocks serotonin receptors and sigma receptors, over two receptors in the brain that are involved in the regulation of mood, cognition, sleep and anxiety. MIN-117 is meant to block a specific subtype of serotonin receptor called 5-HT1A. MIN-202 is a selective orexin 2 receptor antagonist it is developing in collaboration with Janssen Pharmaceutica NV. MIN-301 is a soluble recombinant form of the Neuregulin-1b1 protein.

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