Minerva announces financing of up to $200M to advance roluperidone

Minerva (NERV) Neurosciences entered into a securities purchase agreement with certain institutional investors that will provide up to $200M in gross proceeds, before deducting placement agent fees and other expenses, to Minerva through a private placement that includes initial upfront funding of $80M in exchange for shares of the Company’s Series A preferred stock, par value $0.0001 per share and up to an additional $80M in gross proceeds if all Tranche A warrants are exercised, subject to the terms and conditions specified therein. Additional proceeds of $40M may be received if all Tranche B warrants are exercised by cash payment upon the achievement of milestone event. In conjunction with the financing, Minerva will increase the size of its board of directors and will appoint up to three directors, expected to have significant schizophrenia clinical trial experience, designated by the investors to strengthen and support clinical operations management and the conduct of the confirmatory Phase 3 trial of roluperidone. The closing of the private placement is expected to occur on or about October 23, subject to customary closing conditions. This private placement follows the Company’s announcement in August of its alignment with the U.S. Food and Drug Administration on the design of the confirmatory Phase 3 trial of roluperidone. The financing is led by Vivo Capital, with participation from new and existing investors including Janus Henderson Investors, Federated Hermes Kaufmann Funds, Farallon Capital Management, Coastlands Capital, Balyasny Asset Management, Logos Capital, BSQUARED Capital, Trails Edge Capital Partners, Ally Bridge Group, Foresite Capital and Spruce Street Capital as well as several healthcare-focused funds, with Jefferies acting as sole placement agent. Minerva expects that the net proceeds of this private placement will be used to finance the confirmatory Phase 3 trial of roluperidone including upsizing the trial, preparation and resubmission of its NDA, the readiness of the commercial launch of roluperidone in the U.S., if approved, and for working capital and general corporate purposes.