UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2017
Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36517 | 26-0784194 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1601 Trapelo Road Suite 284 Waltham, MA |
02451 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code): (617) 600-7373
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(b) Resignation of Director
On July 20, 2017, Michele Ollier notified the Board of Directors (the “Board”) of Minerva Neurosciences, Inc. (the “Company”) of her intention to resign as a member of the Board, effective July 24, 2017, including from its Compensation Committee and as chair of the Nominating and Corporate Governance Committee. Also on July 20, 2017, Nico Vandervelpen notified the Board of his intention to resign as a member of the Board, effective July 24, 2017, including from its Compensation Committee. Both Dr. Ollier and Mr. Vandervelpen are resigning to focus on other opportunities and neither decision involved any disagreement with the Company, its management or the Board.
| Item 8.01 | Other Events |
On July 24, 2017, the Company issued a press release announcing the resignations of Dr. Ollier and Mr. Vandervelpen. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 24, 2017. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MINERVA NEUROSCIENCES, INC. | ||
| By: | /s/ Geoffrey Race | |
| Name: | Geoffrey Race | |
| Title: | Executive Vice President, Chief Financial Officer and Chief Business Officer | |
Date: July 24, 2017
INDEX OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 24, 2017. | |
Exhibit 99.1
| Contact:
William B. Boni VP, Investor Relations/ Corp. Communications Minerva Neurosciences, Inc. (617) 600-7376 |
FOR IMMEDIATE RELEASE
MINERVA NEUROSCIENCES ANNOUNCES DEPARTURE OF DIRECTORS
Waltham, MA, July 24, 2017 – Minerva Neurosciences, Inc. (NASDAQ: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system disorders, today announced the resignation of two members of its board of directors, Michele Ollier and Nico Vandervelpen. Following the Company’s recent public offering and the resultant improvement in its financial position, Dr. Ollier and Mr. Vandervelpen will step down to focus on their private equity activities. Their resignations are effective today.
“We would like to thank Michele and Nico for their invaluable contributions to Minerva as a private company and as it has transitioned during the past three years from a venture capital-backed company to a publicly traded company that has advanced several assets into late-stage clinical development,” said Marc Beer, chairman of Minerva.
About Minerva Neurosciences
Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of products to treat CNS diseases. Minerva’s proprietary compounds include: MIN-101, in clinical development for schizophrenia; MIN-202 (JNJ-42847922), in clinical development for insomnia and major depressive disorder (MDD); MIN-117, in clinical development for MDD; and MIN-301, in pre-clinical development for Parkinson’s disease. Minerva’s common stock is listed on the NASDAQ Global Market under the symbol “NERV.” For more information, please visit www.minervaneurosciences.com.