0001564590-22-007853 | 10-K | XBRL Viewer | Minerva Neurosciences INC

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 60,755,080	$ 25,356,952
Restricted cash	100,000	100,000
Prepaid expenses and other current assets	1,346,359	1,983,264
Total current assets	62,201,439	27,440,216
Capitalized software, net	51,080
Other noncurrent assets		14,808
Operating lease right-of-use assets		101,786
In-process research and development		15,200,000
Goodwill	14,869,399	14,869,399
Total assets	77,121,918	57,626,209
Current liabilities
Accounts payable	1,853,215	995,614
Accrued expenses and other current liabilities	965,739	2,053,409
Operating leases		111,229
Total current liabilities	2,818,954	3,160,252
Deferred taxes		1,803,356
Liability related to the sale of future royalties	66,327,321
Total liabilities	69,146,275	4,963,608
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock; $.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and 2020, respectively
Common stock; $.0001 par value; 125,000,000 shares authorized; 42,721,566 shares issued and outstanding as of December 31, 2021 and 2020, respectively	4,272	4,272
Additional paid-in capital	342,672,770	337,453,776
Accumulated deficit	(334,701,399)	(284,795,447)
Total stockholders’ equity	7,975,643	52,662,601
Total liabilities and stockholders’ equity	$ 77,121,918	$ 57,626,209

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	42,721,566	42,721,566
Common stock, shares outstanding	42,721,566	42,721,566

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Revenues
Collaborative revenue		$ 41,175,600
Total revenues		41,175,600
Expenses
Research and development	$ 32,038,947	22,039,440
General and administrative	13,326,710	17,289,413
Total expenses	45,365,657	39,328,853
(Loss) gain from operations	(45,365,657)	1,846,747
Foreign exchange losses	(32,846)	(67,183)
Investment income	16,516	161,207
Non-cash interest expense for the sale of future royalties	6,327,321
(Loss) gain before income taxes	(51,709,308)	1,940,771
Benefit for income taxes	(1,803,356)
Net (loss) income	$ (49,905,952)	$ 1,940,771
Net (loss) income per share, basic	$ (1.17)	$ 0.05
Weighted average shares outstanding, basic	42,721,566	40,823,717
Net (loss) income per share, diluted	$ (1.17)	$ 0.05
Weighted average shares outstanding, diluted	42,721,566	40,916,871

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2019	$ 27,779,543	$ 3,908	$ 314,511,853	$ (286,736,218)
Balance (in shares) at Dec. 31, 2019		39,084,121
Issuance of common stock in a public offering	12,550,069	$ 338	12,549,731
Issuance of common stock in public offering (in shares)		3,381,608
Costs related to issuance of common stock	(455,666)		(455,666)
Exercise of stock options	1,143,655	$ 20	1,143,635
Exercise of stock options (in shares)		198,762
Vesting of restricted stock units		$ 6	(6)
Vesting of restricted stock units (in shares)		57,075
Stock-based compensation	9,704,229		9,704,229
Net income (loss)	1,940,771			1,940,771
Balance at Dec. 31, 2020	$ 52,662,601	$ 4,272	337,453,776	(284,795,447)
Balance (in shares) at Dec. 31, 2020	42,721,566	42,721,566
Stock-based compensation	$ 5,218,994		5,218,994
Net income (loss)	(49,905,952)			(49,905,952)
Balance at Dec. 31, 2021	$ 7,975,643	$ 4,272	$ 342,672,770	$ (334,701,399)
Balance (in shares) at Dec. 31, 2021	42,721,566	42,721,566

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net (loss) income	$ (49,905,952)	$ 1,940,771
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Impairment of in-process research and development	15,200,000
Depreciation and amortization		16,011
Accretion of marketable securities premium		(86,774)
Amortization of right-of-use assets	101,786	160,166
Stock-based compensation expense	5,218,994	9,704,229
Non-cash interest expense associated with the sale of future royalties	6,327,321
Deferred taxes	(1,803,356)
Changes in operating assets and liabilities
Prepaid expenses and other current assets	636,905	(800,781)
Capitalized software	(51,080)
Other noncurrent assets	14,808
Accounts payable	857,601	(1,321,390)
Accrued expenses and other current liabilities	(1,087,670)	(2,085,754)
Operating lease liabilities, current	(111,229)	(61,672)
Deferred revenue		(41,175,600)
Operating lease liabilities, noncurrent		(111,229)
Net cash used in operating activities	(24,601,872)	(33,822,023)
Cash flows from investing activities:
Purchases of marketable securities		(3,871,706)
Proceeds from the maturity and redemption of marketable securities		28,400,000
Net cash provided by investing activities		24,528,294
Cash flows from financing activities:
Proceeds from the sale of future royalties	60,000,000
Proceeds from sales of common stock in public offering		12,550,069
Fees paid in connection with public offering		(455,666)
Proceeds from exercise of stock options		1,143,655
Net cash provided by financing activities	60,000,000	13,238,058
Net increase in cash, cash equivalents, and restricted cash	35,398,128	3,944,329
Cash, cash equivalents, and restricted cash
Beginning of period	25,456,952	21,512,623
End of period	60,855,080	25,456,952
Reconciliation of the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	60,755,080	25,356,952
Restricted cash	100,000	100,000
Total cash, cash equivalents, and restricted cash	$ 60,855,080	$ 25,456,952

Nature of Operations and Liquidity

12 Months Ended

Dec. 31, 2021

Nature Of Operations And Liquidity Disclosure [Abstract]

Nature of Operations and Liquidity

NOTE 1 — NATURE OF OPERATIONS AND LIQUIDITY

Nature of Operations

Minerva Neurosciences, Inc. (“Minerva” or the “Company”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of product candidates to treat patients suffering from central nervous system (“CNS”) diseases. The Company’s lead product candidate is roluperidone (f/k/a MIN-101), a compound the Company is developing for the treatment of negative symptoms in patients with schizophrenia. The Company holds the license to roluperidone from Mitsubishi Tanabe Pharma Corporation (“MTPC”) with the rights to develop, sell and import roluperidone globally, excluding most of Asia. The Company also has exclusive rights to develop and commercialize MIN-301, a compound for the treatment of Parkinson’s disease. In addition, Minerva previously co-developed seltorexant (f/k/a MIN-202 or JNJ-42847922) with Janssen Pharmaceutica NV (“Janssen”) for the treatment of insomnia disorder and adjunctive treatment of Major Depressive Disorder (“MDD”). During 2020 Minerva exercised its right to opt out of the joint development agreement with Janssen for the future development of seltorexant. As a result, the Company was entitled to collect royalties in the mid-single digits on potential future worldwide sales of seltorexant in certain indications, with no further financial obligations to Janssen. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma (see Notes 5 and 6).

Liquidity

The accompanying financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of December 31, 2021, the Company has an accumulated deficit of approximately $334.7 million and net cash used in operating activities was approximately $24.6 million during the year ended December 31, 2021. Management expects to continue to incur operating losses and negative cash flows from operations in the future. The Company has financed its operations to date from proceeds from the sale of common stock, warrants, loans, convertible promissory notes, collaboration agreements and royalty sales.

As of December 31, 2021, the Company had cash, cash equivalents, and restricted cash of $60.9 million. The Company believes that its existing cash, cash equivalents, and restricted cash will be sufficient to meet its cash commitments for at least the next 12 months after the date that the financial statements are issued. The process of drug development can be costly and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and development programs, the infrastructure to support a commercial enterprise, the cost of a commercial product launch, and the level of financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future clinical trials, which will be predicated upon adequate funding to complete the trials.

The Company will need to raise additional capital in order to continue to fund operations and fully fund later stage clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund future operations; however, there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued.

Significant Risks and Uncertainties

COVID-19 Pandemic

The Company’s business could be adversely affected by the effects of the ongoing COVID-19 pandemic, which continues to have a negative impact on the local, regional, national and global scale. In response to the pandemic, a number of jurisdictions in which the Company or its service providers operate implemented shelter-in-place or similar type restrictions, which limited on-site activity to certain service providers. To support the health and well-being of its employees, partners and communities, the Company implemented work-from-home policies for its employees, which continue to be in effect. While global vaccination efforts are underway and certain jurisdictions, including Massachusetts, have reopened businesses and governmental agencies, there remain limitations on the physical operations of businesses and prohibitions on certain non-essential gatherings, and we are unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the duration of the outbreak, the

result of vaccination efforts, resurgence of the virus, actions that may be taken by governmental authorities, the impact on our business including our clinical programs and timelines, and the impact to the business of our service providers and partners.

While the COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results, its ability to raise capital needed to develop and commercialize products and the Company’s overall financial condition. In addition, a recession or market correction resulting from the spread of the coronavirus could materially affect the value of the Company’s common stock. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Annual Report on Form 10-K. Refer to Item 1A. “Risk Factors” in this Annual Report on Form 10-K for a complete description of the material risks that the Company currently faces.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, planning and executing clinical trials and raising capital.

Consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated.

Significant risks and uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.

The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk.

Restricted cash

Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $0.1 million at December 31, 2021 and 2020.

Research and development costs

Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and various entities that perform certain research and testing on behalf of the Company and costs related to salaries, benefits, bonuses and stock-based compensation granted to employees in research and development functions. The Company determines expenses related to clinical studies based on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations (“CROs”) that conduct and manage clinical studies on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the accrual is adjusted accordingly. The expenses for some trials may be recognized on a straight-line basis if the anticipated costs are expected to be incurred ratably during the period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expenses.

In-process research and development

In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The initial fair values of the research projects are recorded as intangible assets on the balance sheet, rather than expensed, regardless of whether these assets have an alternative future use.

The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of research and development efforts associated with the project. An IPR&D asset is considered abandoned when it ceases to be used (that is, research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive defensive value from the asset). At that point, the asset is considered to be disposed of and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, IPR&D assets, for impairment annually on November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. When testing indefinite-lived intangibles for impairment, the Company may assess qualitative factors for its indefinite-lived intangibles to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the asset is impaired. Alternatively, the Company may bypass this qualitative assessment for some or all of its indefinite-lived intangibles and perform the quantitative impairment test that compares the fair value of the indefinite-lived intangible asset with the asset’s carrying amount.

Impairment of MIN-301 In-process Research and Development Asset

During 2021 the Company focused its resources on moving forward its lead drug candidate roluperidone and deferred the future development of MIN-301 until additional resources become available. As a result of the Company’s limited resources and development deferral combined with the overall market conditions, it has recognized a non-cash charge of $15.2 million as of December 31, 2021 related to the impairment of the intangible asset for MIN-301. The Company had previously recognized in-process research and development for MIN-301 in conjunction with the acquisition of MIN-301 during 2014.

Stock-based compensation

The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the Company’s common stock on the date of grant. See Note 8 for information on the Company’s performance-based restricted stock units (“PRSU”) grants.

The date of expense recognition for grants to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or the date at which the counterparty’s performance is complete. The Company determines the fair value of stock-based awards granted to non-employees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, may be different.

Foreign currency transactions

The Company’s functional currency is the U.S. Dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in U.S. Dollars at the time the liability is incurred. Changes in the applicable foreign currency rate between the date an expense is recorded and the payment date is recorded as a foreign currency gain or loss.

(Loss) Income per share

Basic (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. The treasury stock method is used to determine the dilutive effect of the Company’s stock options and warrants.

Income taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Deferred tax assets are evaluated for realization based on a more-likely-than-not criterion in determining if a valuation allowance should be provided. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income tax expense. There was no interest or penalties related to income taxes for the years ended December 31, 2021 or 2020. Income tax years beginning in 2012 for federal and state purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings.

Equipment

Equipment is stated at cost less accumulated depreciation. Equipment is depreciated on the straight-line basis over their estimated useful lives of three years. Expenditures for maintenance and repairs are charged to expense as incurred.

Software

The Company accounts for capitalized software in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other (“ASC 350-40”), which provides guidance for computer software developed or obtained for internal use. The Company is required to continually evaluate the stage of the implementation process to determine whether costs are expensed or capitalized. Costs incurred during the preliminary project phase or planning and research phase are expensed as incurred. Costs incurred during the development phase, such as material and direct services costs, compensation costs of employees associated with the development and interest cost, are capitalized as incurred. Costs incurred during the post-implementation or operation phase, such as training and maintenance costs, are expensed as incurred. In addition, costs incurred to modify existing software that result in additional functionality are capitalized as incurred. Capitalized costs are amortized over the expected useful life of the asset.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This new guidance requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the

internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Also, capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use.

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. In transition to FASB ASC Topic 842, Leases (“ASC 842”), the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates.

In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset where entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only.

Long-lived assets

The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that all long-lived assets are recoverable, and no impairment was deemed necessary at December 31, 2021 and 2020.

Goodwill

The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tested its goodwill for impairment as of November 30, 2021. There was no impairment of goodwill for the years ended December 31, 2021 or 2020.

Fair value of financial instruments

The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

The following tables present information about the Company’s cash equivalents and marketable securities as of December 31, 2021 and 2020, measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

	December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	54,003,831	$	54,003,831	$	—	$	—
Total fair value	$	54,003,831	$	54,003,831	$	—	$	—

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses and liabilities related to the sale of future royalties. The carrying amounts of cash and cash equivalents, restricted cash, accounts payable, and accrued expenses approximate fair value because of their short-term nature.

Revenue recognition

The Company applies the revenue recognition guidance in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable, and collectability is reasonably assured. The Company is a development stage company and has had no revenues from product sales to date.

When the Company enters into an arrangement that meets the definition of a collaboration under ASC 808, Collaborative Arrangements, the Company recognizes revenue as research and development is performed and its respective share of the expenses are incurred. The Company assesses whether the arrangement contains multiple elements or deliverables, which may include (1) licenses to the Company's technology, (2) research and development activities performed for the collaboration partner, and (3) participation on Joint Steering Committees. Payments may include non-refundable, upfront payments, milestone payments upon achieving significant development events, and royalties on future sales. Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The estimated selling price of each deliverable is determined using the following hierarchy of values: (i) vendor-specific objective evidence of fair value, (ii) third-party evidence of selling price, and (iii) best estimate of selling price. The best estimate of selling price reflects the Company’s best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone

basis. The consideration allocated to each unit of accounting is then recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Supply or service transactions may involve the charge of a nonrefundable initial fee with subsequent periodic payments for future products or services. The up-front fees, even if nonrefundable, are recognized as revenue as the products and/or services are delivered and performed over the term of the arrangement. During the year ended December 31, 2020, the Company recognized $41.2 million in collaborative revenue as a result of opting out of its agreement with Janssen (see Note 5).

Liability related to the sale of future royalties

The Company treats the sale of future royalties to Royalty Pharma as a debt financing, as the Company has significant continuing involvement in facilitating the transfer of royalties to Royalty Pharma and Royalty Pharma has recourse against the Company relating to the payments due from Janssen. As a result, the Company recorded the upfront payment of $60 million from this transaction as a liability related to the sale of future royalties, and up to an additional $95 million in potential milestone payments will also be recorded as a liability related to the sale of future royalties and amortized as interest expense over the estimated remaining life of the agreement. Under the terms of the agreement, all payments from Royalty Pharma to the Company, including the initial upfront payment of $60 million as well as amortized interest expense and potential milestone payments, are not repayable to Royalty Pharma in the event that Janssen discontinues the clinical development of seltorexant or ceases to pursue its commercialization at a future date for any reason.

The liability related to sale of future royalties and the related interest expense is based on our current estimates of future royalties expected to be paid over the life of the arrangement. The Company will periodically assess the expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent the Company’s future estimates of royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will prospectively recognize related non-cash interest expense.

For further discussion of the sale of future royalties, please refer to Note 6, Sale of Future Royalties.

Segment information

Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief decision maker, who is the Chief Executive Officer, reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment.

Comprehensive loss

The Company had no items of comprehensive loss other than its net loss for each period presented.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date.

Accrued Expenses and Other Liabilities

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Accrued Expenses and Other Liabilities

NOTE 3 — ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	Year Ended December 31,
	2021		2020
Research and development costs and other accrued expenses	$	902,803	$	1,880,552
Accrued severance		—		31,876
Professional fees		62,936		140,981
Accrued expenses and other current liabilities	$	965,739	$	2,053,409

Net Income (Loss) Per Share of Common Stock

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share of Common Stock

NOTE 4 — NET (LOSS) INCOME PER SHARE OF COMMON STOCK

Basic (loss) income per share is calculated by dividing the net (loss) income by the weighted average number of shares of common stock outstanding. Diluted (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of common stock outstanding, plus potential outstanding common stock for the period. Potential outstanding common stock

includes stock options and shares underlying RSUs, but only to the extent that their inclusion is dilutive. The following table sets forth the computation of basic and diluted (loss) income per share for common stockholders:

	Year Ended December 31,
	2021			2020
Net (loss) income	$	(49,905,952	)	$	1,940,771
Weighted average shares of common stock outstanding - basic		42,721,566			40,823,717
Dilutive effect		—			93,154
Weighted average shares of common stock outstanding - diluted		42,721,566			40,916,871
Net (loss) income per ordinary share:
Basic	$	(1.17	)	$	0.05
Diluted	$	(1.17	)	$	0.05

The following securities outstanding at December 31, 2021 and 2020 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of (loss) income per share is antidilutive:

	Year Ended December 31,
	2021		2020
Common stock options		2,119,467		8,602,722
Performance-based restricted stock units		3,651,403		—
Common stock warrants		40,790		40,790

Co-Development and License Agreement

12 Months Ended

Dec. 31, 2021

Co Development And License Agreement Disclosure [Abstract]

Co-Development and License Agreement

NOTE 5 — CO-DEVELOPMENT AND LICENSE AGREEMENT

On February 13, 2014, the Company signed a co-development and license agreement (the “Agreement”) with Janssen, which became effective upon completion of the Company’s initial public offering and provided for the payment of a $22.0 million license fee by the Company. Under the Agreement, Janssen granted the Company an exclusive license to certain patent and patent applications to sell products containing any orexin 2 compound, controlled by Janssen, and to seltorexant for any use in humans.

The Company accounted for the Agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaborative Arrangements.

During 2017, the Company entered into an amendment (the “Amendment”) to the Agreement whereby Janssen waived its right to royalties on seltorexant insomnia sales in the Minerva Territory, made an upfront payment to the Company of $30 million and agreed to waive development payments from the Company until completion of the Phase 2b development milestone, referred to as “Decision Point 4”.

Subsequent to the results reported from three Phase 2b trials of seltorexant, in June 2020 the Company exercised its right to opt out of the Agreement with Janssen under a Settlement Agreement pursuant to which the Company and Janssen resolved certain disputes under the Agreement. As a result of the exercise of its right to opt out of the Agreement with Janssen, the Company was entitled to collect a royalty on potential worldwide sales of seltorexant in certain indications in the mid-single digits, with no further financial obligations to Janssen.

As a result of opting out of the Agreement with Janssen, the Company recognized $41.2 million in collaborative revenue during the second quarter of 2020 which had previously been included on the balance sheet under deferred revenue. The $41.2 million in collaborative revenue represents the $30 million payment made by Janssen and $11.2 million in previously accrued collaborative expenses forgiven by Janssen upon the effective date of the Amendment. The Company does not have any future performance obligations under the agreement and would recognize any future royalty revenues in the periods of the sale of the related products. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma. Please refer to Note 6 further discussion of the sale of future royalties.

Sale of Future Royalties

12 Months Ended

Dec. 31, 2021

Sale Of Future Royalties [Abstract]

Sale of Future Royalties

NOTE 6 — SALE OF FUTURE ROYALTIES

On January 19, 2021, the Company entered into an agreement with Royalty Pharma under which Royalty Pharma acquired the Company’s royalty interest in seltorexant for an upfront payment of $60 million and up to an additional $95 million in potential milestone payments. These milestone payments are contingent upon the achievement of certain clinical, regulatory and commercial milestones for seltorexant by Janssen or any other party in the event that Janssen sells seltorexant. Under the terms of the agreement, the Company has significant continuing involvement in facilitating the transfer of royalties to Royalty Pharma and Royalty Pharma

has recourse against the Company relating to the payments due from Janssen. As such, the Company applied the debt recognition guidance under ASC 470, Debt, and recorded the upfront payment of $60 million as a liability related to the sale of future royalties (“Royalty Obligation”), which will be amortized under the interest method over the estimated life of the agreement. Under the terms of the agreement, all payments from Royalty Pharma to the Company, including the initial upfront payment of $60 million as well as amortized interest expense and potential milestone payments, are not repayable to Royalty Pharma in the event that Janssen discontinues the clinical development of seltorexant or ceases to pursue its commercialization at a future date for any reason. In addition, in accordance with ASC 470, Debt, the Company will account for any royalties received in the future as non-cash royalty revenue.

As royalties are remitted to the Company from Janssen and subsequently passed onto Royalty Pharma, the balance of the Royalty Obligation will be effectively repaid over the life of the co-development and license agreement (the “Agreement”) with Janssen. In order to determine the amortization of the Royalty Obligation, the Company is required to estimate the total amount of future royalty payments to Royalty Pharma over the life of the Agreement. In addition to the $60 million upfront payment, up to an additional $95 million in potential milestone payments will also be recorded as a liability related to the sale of future royalties and amortized as interest expense over the estimated remaining life of the agreement. At execution, the Company’s estimate of this total interest expense resulted in an effective annual interest rate of approximately 10.5%. As of December 31, 2021, the Company estimated the effective annual interest rate to be approximately 10.7%. This estimate contains significant assumptions that impact both the amount recorded at execution and the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments to Royalty Payments from Janssen and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments to Royalty Pharma from Janssen, and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of seltorexant, regulatory approval, changing standards of care, the introduction of competing products, manufacturing or other delays, generic competition, intellectual property matters, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates as the royalties remitted to Royalty Pharma are made in U.S. dollars (“USD”) while the underlying sales of seltorexant will be made in currencies other than USD, the ongoing COVID-19 pandemic, and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to both royalty revenues and interest expense.

The following table shows the activity of the Royalty Obligation since the transaction inception through December 31, 2021:

	December 31, 2021
Upfront payment from the sale of future royalties	$	60,000,000
Non-cash interest expense associated with the sale of future royalties		6,327,321
Liability related to the sale of future royalties	$	66,327,321

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity

NOTE 7 — STOCKHOLDERS’ EQUITY

At-the-Market Equity Offering Program

On August 10, 2018, the Company entered into the Sales Agreement with Jefferies pursuant to which the Company may offer and sell, from time to time, through Jefferies, up to $50.0 million in shares of the Company's common stock, by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the year ended December 31, 2020, the Company issued and sold 3,381,608 shares of the Company's common stock under the Sales Agreement. The shares were sold at an average price of $3.7113 per share for aggregate net proceeds to the Company of approximately $12.1 million, after deducting sales commissions and offering costs payable by the Company. During the year ended December 31, 2021, no shares of our common stock were issued or sold under the Sales Agreement.

Term Loan Warrants

In connection with the Company’s former Loan and Security Agreement with Oxford Finance LLC and Silicon Valley Bank (the “Lenders”), which provided for term loans to the Company in an aggregate principal amount of up to $15 million in two tranches on January 15, 2016, the Company issued the Lenders warrants to purchase 40,790 shares of common stock at a per share exercise price of $5.516. The warrants were immediately exercisable upon issuance, and other than in connection with certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The fair value of the warrants was estimated at $0.2 million using a Black-Scholes model and assuming: (i) expected volatility of 100.8%, (ii) risk free interest rate of 1.83%, (iii) an expected life of 10 years and (iv) no dividend payments. The fair value of the warrants was included as a discount to the term loans

drawn at such time and also as a component of additional paid-in capital and were amortized to interest expense over the term of the loan. Although the term loans were repaid in August 2018, all related warrants were outstanding and exercisable as of December 31, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 505
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-Paragraph 18
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stock Award Plan and Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Award Plan and Stock-Based Compensation

NOTE 8 — STOCK AWARD PLAN AND STOCK-BASED COMPENSATION

In December 2013, the Company adopted the 2013 Equity Incentive Plan (as subsequently amended and restated, the “Plan”), which provides for the issuance of options, stock appreciation rights, stock awards and stock units. Pursuant to Nasdaq listing rules, the Company issued inducement awards in December 2017 to the Company’s President outside of the Plan in the form of an option to purchase 775,000 shares of the Company’s common stock and a RSU award to purchase 40,000 shares of the Company’s common stock. As of September 30, 2020, all remaining inducement awards have been canceled or expired. In June 2020, the Company increased the aggregate number of shares of common stock authorized for issuance under the Plan by 2,000,000 shares.

Option Exchange Program

On June 11, 2021, the Company’s stockholders, upon recommendation of the board of directors of the Company, approved a one-time stock option exchange program (the “Exchange Program”) for certain employee option holders (including its named executive officers) (the “Eligible Participants”) who remained employed by the Company through the completion of the Exchange Program. The Exchange Program permitted Eligible Participants to surrender stock options issued and outstanding under the Plan granted before July 1, 2020, with a per-share exercise price of $4.47 or greater (the “Eligible Options”), in exchange for a grant of performance-based restricted stock units (“PRSUs”) that will settle in shares of the Company’s common stock upon vesting. 50% of the new PRSUs will vest upon the U.S. Food and Drug Administration’s (“FDA”) acceptance of a new drug application for roluperidone, provided that such acceptance is not “over protest” and occurs within three years after the grant date. The remaining new PRSUs will vest upon roluperidone receiving FDA marketing approval provided that such approval occurs within five years after the grant date.

On July 6, 2021, the Company filed with the SEC a Tender Offer Statement on Schedule TO disclosing the terms and conditions of the Exchange Program. The Exchange Program closed on August 3, 2021. On August 6, 2021, options to purchase 7,631,844 shares of the Company’s common stock were exchanged for 3,813,150 PRSUs. Options surrendered in the Exchange Program were cancelled and shares subject to the cancelled options again became available for issuance under the Plan.

The non-cash incremental stock-based compensation cost associated with the Exchange Program was $0.5 million. This incremental cost was measured as the excess of the fair value of each new PRSU, measured as of the date the new PRSUs were granted, over the fair value of the stock options surrendered in exchange for the new PRSU, measured immediately prior to the cancellation. This incremental compensation cost will be recognized when it is deemed probable that the two vesting conditions of the PRSUs will be achieved.

Stock Option Awards

Stock option activity for employees and non-employees for the year ended December 31, 2021 is as follows:

	Shares Issuable Pursuant to Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (years)		Total Intrinsic Value (in thousands)
Outstanding January 1, 2021		10,050,523		$	6.60		7.0	$	—

Granted		465,000		$	1.98
Exercised		—		$	—
Cancelled/Forfeited⁽¹⁾		(8,396,056	)	$	6.94
Expired		—		$	—
Outstanding December 31, 2021		2,119,467		$	4.26		7.9	$	—
Exercisable December 31, 2021		1,206,966		$	5.39		7.0	$	—
Available for future grant		4,437,269

(1)	7,631,844 shares of the Company’s common stock were cancelled during the Exchange Program.

The weighted average grant-date fair value of stock options outstanding on December 31, 2021 was $2.84 per share. Total unrecognized compensation costs related to non-vested stock options at December 31, 2021 were approximately $1.6 million and are expected to be recognized within future operating results over a weighted-average period of 1.6 years. The total intrinsic value of the options exercised during the years ended December 31, 2021 and 2020 was approximately zero and $0.9 million, respectively.

The expected term of the employee-related options was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company did not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments, the term of which was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the options

The Company uses the Black-Scholes model to estimate the fair value of stock options granted. For stock options granted during the years ended December 31, 2021 and 2020, the Company utilized the following assumptions:

	Year Ended December 31,
	2021		2020
Expected term (years)	5.5-6.25		5.5-6.25
Risk free interest rate	0.86%-1.14%		0.37%-0.54%
Volatility	75%-97%		68%-72%
Dividend yield	0%		0%
Weighted average grant date fair value per share of common stock	$	1.41	$	1.78

Restricted Stock Units

RSUs awarded to employees generally vest one-fourth per year over four years from the anniversary of the date of grant, provided the employee remains continuously employed with the Company. Shares of the Company’s stock are delivered to the employee upon vesting, subject to payment of applicable withholding taxes. The fair value of RSUs is equal to the closing price of the Company’s common stock on the date of grant. The total unrecognized compensation costs related to non-vested RSUs at December 31, 2021 was zero. There were no unvested RSUs as of December 31, 2021 and 2020. The total fair value of RSUs vested, as of their respective vesting dates, during the years ended December 31, 2021 and 2020 was zero and approximately $0.2 million, respectively.

Performance-Based Restricted Stock Units

On August 6, 2021, the Company granted 3,813,150 PRSUs through the Exchange Program. The Exchange Program was treated as a Type II modification (Probable-to improbable) under ASC 718. The total PRSUs outstanding at December 31, 2021 was 3,651,403. The Company will recognize the unrecognized grant-date fair value of the pre-modification stock options as well as any incremental non-cash compensation cost of the PRSUs granted in the Exchange Program, if the vesting conditions of the PRSUs are achieved or if they become probable. The Company is using the pre-modification stock options for determining the compensation cost related to the PRSUs as the vesting conditions remain uncertain for the new PRSUs. The total unrecognized compensation costs related to non-vested stock options at December 31, 2021 were approximately $3.6 million and are expected to be recognized within future operating results over a weighted-average period of 1.4 years. As of December 31, 2021, no PRSUs have vested and 161,747 have been cancelled.

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:

	Year Ended December 31,
	2021		2020
Research and development	$	2,414,040	$	3,026,056
General and administrative		2,804,954		6,678,173
Total	$	5,218,994	$	9,704,229

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 9 — INCOME TAXES

The provision for federal, foreign and state income taxes for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
	2021			2020
Current income tax provision (benefit)
Federal	$	—		$	—
Foreign		—			—
State		—			—
Deferred income tax provision (benefit)
Federal		(638,400	)		—
Foreign		—			—
State		(1,164,956	)		—
Total income tax provision (benefit)	$	(1,803,356	)	$	—

Net deferred tax assets (liabilities) as of December 31, 2021 and 2020 consist of the following:

	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	19,129,605		$	27,962,495
Research and development tax credits		145,115			145,115
Capitalized research and development costs		30,884,326			31,036,403
Stock-based compensation		8,947,268			9,507,000
Deferred start-up and license costs		4,122,178			4,724,696
Sale of royalties		18,120,624			—
Other		1,372			2,938
Total deferred tax assets		81,350,488			73,378,647
Deferred tax asset valuation allowance		(81,350,488	)		(71,028,174	)
Net deferred tax assets		—			2,350,473
Deferred tax liabilities:
In-process research and development		—			(4,152,640	)
Other		—			(1,189	)
Total deferred tax liabilities		—			(4,153,829	)
Total	$	—		$	(1,803,356	)

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
	2021			2020
Federal statutory rate		21.00	%		21.00	%
Permanent differences		(0.30	%)		4.38	%
State income taxes, net of federal benefit		0.00	%		0.00	%
Valuation allowance		(17.22	%)		(25.38	%)
Effective tax rate		3.49	%		0.00	%

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $10.3 million and decreased by approximately $1.3 million during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the Company had approximately $70.5 million of federal net operating losses that will begin to expire in 2030. Of the total federal net operating loss, approximately $49.0 million has an unlimited carryforward and therefore will not expire. As of December 31, 2021, the Company had approximately $7.7 million of New Jersey and approximately $58.6 million of Massachusetts operating losses that will begin to expire in 2029 and 2037, respectively. As of December 31, 2021, the Company had $0.1 million of federal research and development credits that will begin to expire in 2027.

The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in the United States on March 27, 2020. The CARES act is a $2 trillion relief package comprising a combination of tax provisions and other stimulus measures, including provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. For the year ended December 31, 2021, the company did not require application or modification of its tax positions in relation to the tax provisions of the CARES Act.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open and subject to adjustment under statute from 2017 to present.

As of December 31, 2021 and 2020, the Company had no liability recorded for unrecognized tax benefit. The Company classifies penalties and interest expense related to income tax liabilities as an income tax expense. There were no interest and penalties recognized in the statements of operations for the years ended December 31, 2021 and 2020, or accrued on the balance sheets as of December 31, 2021 and 2020.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On December 8, 2020 and January 11, 2021, purported stockholders of the Company filed two putative securities class action complaints in the United States District Court for the District of Massachusetts, entitled McCoy v. Minerva Neurosciences, Inc., et al., No. 1:20-cv-12176 and Ao v. Minerva Neurosciences, Inc. et al., No. 1:21-cv-10051, respectively, against the Company and the Company’s Chairman and Chief Executive Officer (collectively, the “Defendants"). The complaints are nearly identical and allege that the Defendants made material false and/or misleading statements regarding the development of the Company’s drug candidate roluperidone purportedly causing losses to investors who acquired the Company’s common stock between May 15, 2017 and November 30, 2020. The complaints do not quantify any alleged damages but, in addition to attorneys' fees and costs, plaintiffs seek to recover damages on behalf of themselves and others who acquired the Company’s stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result. On March 5, 2021, the Court entered an order consolidating the actions into a case captioned In re Minerva Neurosciences, Inc. Securities Litigation, No. 1:20-cv-12176 and appointing lead plaintiffs and their counsel. On March 19, 2021, the parties filed a stipulated proposed order with the Court staying the Defendants’ response to the complaint until after plaintiffs file an amended complaint. On May 5, 2021, the parties filed a stipulation and proposed order voluntarily dismissing the lawsuit on behalf of the appointed lead plaintiffs. Also on May 5, 2021, a second plaintiff filed a motion for appointment as lead plaintiff, which the Court granted on May 21, 2021. On June 9, 2021, before the lead plaintiff’s deadline to amend the complaint and before defendants filed any response to the complaint, the parties stipulated to voluntary dismissal of the lawsuit on behalf of the appointed lead plaintiff. The Court entered the parties’ stipulation of dismissal on July 9, 2021 and closed the case.

Leases

Please refer to Note 11, for the Company’s current lease commitments.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

NOTE 11 — LEASES

Operating leases

On October 2, 2017, the Company entered into an office sublease agreement (the “Sublease”) with Profitect, Inc. (the “Sublandlord”) to sublease approximately 5,923 rentable square feet of office space located at 1601 Trapelo Road, Waltham, MA 02451 (the “Premises”). The term of the Sublease began on November 1, 2017 and expired on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term. The Sublandlord provided the Premises to the Company free of charge for the first two months of the Term. The Company recognized the expense in accordance with ASC 842.

Throughout the Term, the Company was responsible for paying certain costs and expenses, in addition to the rent, as specified in the Sublease, including a proportionate share of applicable taxes, operating expenses and utilities. In applying the ASC 842 transition guidance, the Company retained the classification of this Sublease as operating and recorded a lease liability and a right-of-use asset on the ASC 842 effective date.

The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the years ended December 31, 2021:

	Year Ended December 31, 2021
Sublease cost
Operating Sublease cost	$	104,574
Total Sublease cost	$	104,574

Other information
Operating cash flows used for operating Sublease	$	(114,018	)
Weighted average remaining Sublease term	0 years
Weighted average discount rate		10	%

The Sublease agreement expired on July 31, 2021 and there were no future minimum payments under the Sublease agreement as of December 31, 2021. Future minimum Sublease payments under the Company’s non-cancelable operating Sublease as of December 31, 2020 were as follows:

Future Operating Sublease Payments	Year Ended December 31, 2020
2021	$	114,018
Thereafter		—
Total Sublease payments		114,018
Less: imputed interest		(2,789	)
Total operating Sublease liabilities at December 31, 2020	$	111,229

On May 5, 2021, the Company entered into an office lease agreement with BP Reservoir Place to lease approximately 5,923 rentable square feet of office space located at 1601 Trapelo Road, Waltham, MA 02451. The term of the lease agreement began on August 1, 2021 and will expire on July 31, 2022, with an annual rate of $239,881.50 payable in equal monthly installments. The Company has elected to not recognize the lease agreement on the balance sheet as the term of the agreement is 12 months or less. Please refer to Note 2 for additional information on ASC 842, Leases. The total operating lease costs during the year ended December 31, 2021 were $99,951.

Future minimum lease payments under the Company’s non-cancelable operating lease as of December 31, 2021 were as follows:

Future Operating Lease Payments	Year Ended December 31, 2021

2022	$	139,931
Thereafter		—
Total operating lease liabilities at December 31, 2021	$	139,931

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

NOTE 12 — RELATED PARTY TRANSACTIONS

None.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 13 — SUBSEQUENT EVENTS

None.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Consolidation

Significant Risks and Uncertainties

Significant risks and uncertainties

Use of Estimates

Use of estimates

Cash and Cash Equivalents

Cash and cash equivalents

Restricted Cash

Restricted cash

Research and Development Costs

Research and development costs

In-Process Research and Development

In-process research and development

Impairment of MIN-301 In-process Research and Development Asset

Stock-Based Compensation

Stock-based compensation

Foreign Currency Transactions

Foreign currency transactions

(Loss) Income Per Share

(Loss) Income per share

Income Taxes

Income taxes

Concentration of Credit Risk

Concentration of credit risk

Long-lived assets

Fair Value of Financial Instruments

Fair value of financial instruments

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

	December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	54,003,831	$	54,003,831	$	—	$	—
Total fair value	$	54,003,831	$	54,003,831	$	—	$	—

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

Revenue Recognition

Revenue recognition

Liability related to the sale of future royalties

For further discussion of the sale of future royalties, please refer to Note 6, Sale of Future Royalties.

Segment Information

Segment information

Comprehensive Loss

Comprehensive loss

The Company had no items of comprehensive loss other than its net loss for each period presented.

Recent Accounting Pronouncements

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques

	December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	54,003,831	$	54,003,831	$	—	$	—
Total fair value	$	54,003,831	$	54,003,831	$	—	$	—

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

Accrued Expenses and Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

	Year Ended December 31,
	2021		2020
Research and development costs and other accrued expenses	$	902,803	$	1,880,552
Accrued severance		—		31,876
Professional fees		62,936		140,981
Accrued expenses and other current liabilities	$	965,739	$	2,053,409

Net Income (Loss) Per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Computation of Basic and Diluted Loss Per Share

The following table sets forth the computation of basic and diluted (loss) income per share for common stockholders:

	Year Ended December 31,
	2021			2020
Net (loss) income	$	(49,905,952	)	$	1,940,771
Weighted average shares of common stock outstanding - basic		42,721,566			40,823,717
Dilutive effect		—			93,154
Weighted average shares of common stock outstanding - diluted		42,721,566			40,916,871
Net (loss) income per ordinary share:
Basic	$	(1.17	)	$	0.05
Diluted	$	(1.17	)	$	0.05

Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive

	Year Ended December 31,
	2021		2020
Common stock options		2,119,467		8,602,722
Performance-based restricted stock units		3,651,403		—
Common stock warrants		40,790		40,790

Sale of Future Royalties (Tables)

12 Months Ended

Dec. 31, 2021

Sale Of Future Royalties [Abstract]

Summary of Activity of the Royalty Obligation

The following table shows the activity of the Royalty Obligation since the transaction inception through December 31, 2021:

	December 31, 2021
Upfront payment from the sale of future royalties	$	60,000,000
Non-cash interest expense associated with the sale of future royalties		6,327,321
Liability related to the sale of future royalties	$	66,327,321

Stock Award Plan and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Option Activity for Employees and Non-Employees

Stock option activity for employees and non-employees for the year ended December 31, 2021 is as follows:

	Shares Issuable Pursuant to Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (years)		Total Intrinsic Value (in thousands)
Outstanding January 1, 2021		10,050,523		$	6.60		7.0	$	—

Granted		465,000		$	1.98
Exercised		—		$	—
Cancelled/Forfeited⁽¹⁾		(8,396,056	)	$	6.94
Expired		—		$	—
Outstanding December 31, 2021		2,119,467		$	4.26		7.9	$	—
Exercisable December 31, 2021		1,206,966		$	5.39		7.0	$	—
Available for future grant		4,437,269

Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options

	Year Ended December 31,
	2021		2020
Expected term (years)	5.5-6.25		5.5-6.25
Risk free interest rate	0.86%-1.14%		0.37%-0.54%
Volatility	75%-97%		68%-72%
Dividend yield	0%		0%
Weighted average grant date fair value per share of common stock	$	1.41	$	1.78

Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:

	Year Ended December 31,
	2021		2020
Research and development	$	2,414,040	$	3,026,056
General and administrative		2,804,954		6,678,173
Total	$	5,218,994	$	9,704,229

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Provision for Federal, Foreign and State Income Taxes

The provision for federal, foreign and state income taxes for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
	2021			2020
Current income tax provision (benefit)
Federal	$	—		$	—
Foreign		—			—
State		—			—
Deferred income tax provision (benefit)
Federal		(638,400	)		—
Foreign		—			—
State		(1,164,956	)		—
Total income tax provision (benefit)	$	(1,803,356	)	$	—

Schedule of Deferred Tax Assets and Liabilities

Net deferred tax assets (liabilities) as of December 31, 2021 and 2020 consist of the following:

	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	19,129,605		$	27,962,495
Research and development tax credits		145,115			145,115
Capitalized research and development costs		30,884,326			31,036,403
Stock-based compensation		8,947,268			9,507,000
Deferred start-up and license costs		4,122,178			4,724,696
Sale of royalties		18,120,624			—
Other		1,372			2,938
Total deferred tax assets		81,350,488			73,378,647
Deferred tax asset valuation allowance		(81,350,488	)		(71,028,174	)
Net deferred tax assets		—			2,350,473
Deferred tax liabilities:
In-process research and development		—			(4,152,640	)
Other		—			(1,189	)
Total deferred tax liabilities		—			(4,153,829	)
Total	$	—		$	(1,803,356	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
	2021			2020
Federal statutory rate		21.00	%		21.00	%
Permanent differences		(0.30	%)		4.38	%
State income taxes, net of federal benefit		0.00	%		0.00	%
Valuation allowance		(17.22	%)		(25.38	%)
Effective tax rate		3.49	%		0.00	%

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Summary of the Sublease Costs

The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the years ended December 31, 2021:

	Year Ended December 31, 2021
Sublease cost
Operating Sublease cost	$	104,574
Total Sublease cost	$	104,574

Other information
Operating cash flows used for operating Sublease	$	(114,018	)
Weighted average remaining Sublease term	0 years
Weighted average discount rate		10	%

Future Minimum Sublease Payments Under Non-cancelable Operating Sublease

Future Operating Sublease Payments	Year Ended December 31, 2020
2021	$	114,018
Thereafter		—
Total Sublease payments		114,018
Less: imputed interest		(2,789	)
Total operating Sublease liabilities at December 31, 2020	$	111,229

Future minimum lease payments under the Company’s non-cancelable operating lease as of December 31, 2021 were as follows:

Future Operating Lease Payments	Year Ended December 31, 2021

2022	$	139,931
Thereafter		—
Total operating lease liabilities at December 31, 2021	$	139,931

NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 19, 2021	Dec. 31, 2021	Dec. 31, 2020
Nature Of Operations And Liquidity [Line Items]
Accumulated deficit		$ 334,701,399	$ 284,795,447
Net cash used in operating activities		24,601,872	$ 33,822,023
Cash, cash equivalents, restricted cash and marketable securities		$ 60,900,000
Seltorexant \| Royalty Pharma
Nature Of Operations And Liquidity [Line Items]
Upfront payment for royalty interest sold	$ 60,000,000
Common Stock
Nature Of Operations And Liquidity [Line Items]
Common stock issued and sold			3,381,608

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)
Significant Accounting Policies [Line Items]
Restricted cash balances as collateral for corporate credit cards	$ 100,000	$ 100,000
Impairment of in-process research and development	15,200,000
Interest or penalties related to income taxes	$ 0	0
Equipment estimated useful life	3 years
Impairment of long-lived assets	$ 0	0
Impairment of goodwill	0	0
Revenues from product sales to date	0
Upfront Payment Paid	60,000,000
Additional potential milestone payments	$ 95,000,000
Number of operating segments \| Segment	1
Collaborative Arrangement
Significant Accounting Policies [Line Items]
Revenues from product sales to date		$ 41,200,000
Development-stage Proprietary Compounds \| MIN-301
Significant Accounting Policies [Line Items]
Impairment of in-process research and development	$ 15,200,000

SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	$ 54,003,831	$ 21,992,701
Cash and Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	54,003,831	21,992,701
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	54,003,831	21,992,701
Level 1 \| Cash and Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	$ 54,003,831	$ 21,992,701

ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables And Accruals [Abstract]
Research and development costs and other accrued expenses	$ 902,803	$ 1,880,552
Accrued severance		31,876
Professional fees	62,936	140,981
Accrued expenses and other current liabilities	$ 965,739	$ 2,053,409

NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ (49,905,952)	$ 1,940,771
Weighted average shares of common stock outstanding - basic	42,721,566	40,823,717
Dilutive effect		93,154
Weighted average shares of common stock outstanding - diluted	42,721,566	40,916,871
Basic	$ (1.17)	$ 0.05
Diluted	$ (1.17)	$ 0.05

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 40
-Section 65
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Common Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	2,119,467	8,602,722
Performance-based Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	3,651,403
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	40,790	40,790

CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - USD ($)		12 Months Ended
	Feb. 13, 2014	Dec. 31, 2021	Dec. 31, 2017
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront Payment Paid		$ 60,000,000
Collaborative Arrangement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment received		41.2
Janssen Pharmaceutica N V \| Seltorexant
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront Payment Paid			$ 30,000,000
Janssen Pharmaceutica N V \| Seltorexant \| Collaborative Arrangement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment Of License Fee	$ 22,000,000.0
Upfront payment received		30
Previously accrued collaborative expenses recognized as revenue		$ 11.2

Sale of Future Royalties - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 19, 2021	Dec. 31, 2021
Sale Of Future Royalties [Line Items]
Liability Related To The Sale Of Future Royalties	$ 60,000,000	$ 66,327,321
Annual Interest Rate On Interest Expense	10.50%	10.70%
Seltorexant \| Royalty Pharma
Sale Of Future Royalties [Line Items]
Upfront payment for royalty interest sold	$ 60,000,000
Potential Milestone Payments	$ 95,000,000

Sale of Future Royalties - Summary of Activity of the Royalty Obligation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jan. 19, 2021
Sale Of Future Royalties [Abstract]
Upfront Payment Paid	$ 60,000,000
Non-cash interest expense associated with the sale of future royalties	6,327,321
Liability Related To The Sale Of Future Royalties	$ 66,327,321	$ 60,000,000

STOCKHOLDERS' EQUITY - At-the-Market Equity Offering Program - Additional Information (Details) - USD ($)		12 Months Ended
	Aug. 10, 2018	Dec. 31, 2021	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Sales of common stock, value			$ 12,550,069
Sales Agreement
Class Of Warrant Or Right [Line Items]
Sale of stock issue date			Aug. 10, 2018
Common Stock
Class Of Warrant Or Right [Line Items]
Sales of common stock, value			$ 338
Common stock issued and sold			3,381,608
Common Stock \| Sales Agreement
Class Of Warrant Or Right [Line Items]
Sales of common stock, value	$ 50,000,000.0
Common stock issued and sold		0	3,381,608
Common stock, average price per share			$ 3.7113
Net proceeds after deducting sales commissions and offering costs payable			$ 12,100,000

STOCKHOLDERS' EQUITY - Term Loan Warrants - Additional Information (Details)	Jan. 15, 2016 USD ($) Tranche $ / shares shares
Class Of Warrant Or Right [Line Items]
Fair value of warrants estimated \| $	$ 200,000
Warrant
Class Of Warrant Or Right [Line Items]
Expiration anniversary date of issuance	10 years
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Price Volatility
Class Of Warrant Or Right [Line Items]
Alternative investment, measurement input	100.8
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Risk Free Interest Rate
Class Of Warrant Or Right [Line Items]
Alternative investment, measurement input	1.83
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Expected Term
Class Of Warrant Or Right [Line Items]
Expected life	10 years
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Expected Dividend Payment
Class Of Warrant Or Right [Line Items]
Expected dividend \| $ / shares	$ 0
Term Loan \| Term A Loans
Class Of Warrant Or Right [Line Items]
Shares of common stock to purchase by warrant \| shares	40,790
Common stock exercise price per share \| $ / shares	$ 5.516
Loan and Security Agreement \| Term Loan
Class Of Warrant Or Right [Line Items]
Aggregate principal amount \| $	$ 15,000,000
Number of tranches \| Tranche	2

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	6 Months Ended	12 Months Ended
	Jun. 11, 2021	Dec. 31, 2017	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Aug. 06, 2021
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Common stock, shares issued				42,721,566	42,721,566
Fair value of common stock on grant date (in dollars per share)				$ 2.84
Total intrinsic value of the stock options exercised				$ 0.0	$ 0.9
Dividend yield (as a percent)				0.00%
Employee Stock Option
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Fair value of common stock on grant date (in dollars per share)				$ 1.41	$ 1.78
Dividend yield (as a percent)				0.00%	0.00%
Restricted Stock Units
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Vesting percentage				25.00%
Vesting period of PRSUs after acceptance				4 years
Total unrecognized compensation costs				$ 0.0
Description of vesting rights				RSUs awarded to employees generally vest one-fourth per year over four years from the anniversary of the date of grant
Total fair value of shares vested				$ 0.0	$ 0.2
Performance-based Restricted Stock Units
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Shares issued				3,813,150
Cancellation of company's common stock				161,747
Total unrecognized compensation costs				$ 3.6
Weighted-average period over which unrecognized compensation costs is expected to be recognized				3 years 7 months 6 days
Granted (in shares)				3,813,150
PRSU'S outstanding				3,651,403
Stock Option Awards [Member]
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Cancellation of company's common stock				7,631,844
Total unrecognized compensation costs				$ 1.6
Weighted-average period over which unrecognized compensation costs is expected to be recognized				1 year 7 months 6 days
2013 Equity Incentive Plan \| Common Stock
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Increase in number of shares authorized for issuance			2,000,000
2013 Equity Incentive Plan \| Employee Stock Option \| Common Stock \| Rick Russell
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Shares issued		775,000
Granted (in shares)		775,000
2013 Equity Incentive Plan \| Restricted Stock Units \| Common Stock \| Rick Russell
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Shares issued		40,000
Granted (in shares)		40,000
Option Exchange Program [Member]
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Common stock, shares issued						7,631,844
Common stock exchanged for PRSUs						3,813,150
Non-cash incremental stock-based compensation cost				$ 0.5
Option Exchange Program [Member] \| Performance-based Restricted Stock Units
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Exercise price per unit	$ 4.47
Vesting percentage	50.00%
Option Exchange Program [Member] \| Performance-based Restricted Stock Units \| U S Food and Drug Administration [Member] \| Minimum [Member]
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Vesting period of PRSUs after acceptance	3 years
Option Exchange Program [Member] \| Performance-based Restricted Stock Units \| U S Food and Drug Administration [Member] \| Maximum [Member]
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table]
Vesting period of PRSUs after acceptance	5 years

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Stock Option Activity for Employees and Non-Employees (Details) - Employees and Non-Employees Stock Option - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Shares Issuable Pursuant to Stock Options

Outstanding at the beginning of period (in shares)

10,050,523

Granted (in shares)

465,000

Outstanding at the end of the period (in shares)

2,119,467

10,050,523

Exercisable at the end of the period (in shares)

1,206,966

Available for future grant (in shares)

4,437,269

Cancelled/Forfeited (in shares)

^[1]

(8,396,056)

Weighted-Average Exercise Price

Outstanding at the beginning of period (in dollars per share)

$ 6.60

Granted (in dollars per share)

1.98

Exercised (in dollars per share)

Expired (in dollar per share)

Outstanding at the end of the period (in dollars per share)

4.26

$ 6.60

Exercisable at the end of the period (in dollars per share)

5.39

Cancelled/forfeited(in dollars per share)

^[1]

$ 6.94

Weighted-Average Remaining Contractual Term Outstanding (Years)

7 years 10 months 24 days

7 years

Weighted-Average Remaining Contractual Term Exercisable (Years)

7 years

Total Intrinsic Value Outstanding at the begining of period

$ 0

Total Intrinsic Value Exercisable

$ 0

[1]	7,631,844 shares of the Company’s common stock were cancelled during the Exchange Program

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%
Weighted average grant date fair value per share of common stock	$ 2.84
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Weighted average grant date fair value per share of common stock	$ 1.41	$ 1.78
Employee Stock Option \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	5 years 6 months
Risk free interest rate	0.86%	0.37%
Volatility	75.00%	68.00%
Employee Stock Option \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months	6 years 3 months
Risk free interest rate	1.14%	0.54%
Volatility	97.00%	72.00%

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 5,218,994	$ 9,704,229
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	2,414,040	3,026,056
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 2,804,954	$ 6,678,173

INCOME TAXES - Schedule of Provision for Federal, Foreign and State Income Taxes (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Deferred income tax provision (benefit)
Federal	$ (638,400)
State	(1,164,956)
Total income tax provision (benefit)	$ (1,803,356)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Net Deferred Tax Assets (Liabilities) (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 19,129,605	$ 27,962,495
Research and development tax credits	145,115	145,115
Capitalized research and development costs	30,884,326	31,036,403
Stock-based compensation	8,947,268	9,507,000
Deferred start-up and license costs	4,122,178	4,724,696
Sale of royalties	18,120,624
Other	1,372	2,938
Total deferred tax assets	81,350,488	73,378,647
Deferred tax asset valuation allowance	$ (81,350,488)	(71,028,174)
Net deferred tax assets		2,350,473
Deferred tax liabilities:
In-process research and development		(4,152,640)
Other		(1,189)
Total deferred tax liabilities		(4,153,829)
Total		$ (1,803,356)

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%
Permanent differences	(0.30%)	4.38%
State income taxes, net of federal benefit	0.00%	0.00%
Valuation allowance	(17.22%)	(25.38%)
Effective tax rate	3.49%	0.00%

INCOME TAXES - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 27, 2020	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Increase (decrease) in valuation allowance on net deferred tax assets		$ 10,300,000	$ 1,300,000
Unrecognized tax benefits, liability		0	0
Interest and penalties recognized		0	0
Interest and penalties accrued		0	$ 0
CARES Act
Operating Loss Carryforwards [Line Items]
Relief package	$ 2,000,000,000,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 70,500,000
Operating losses, year begin to expire		2030
Federal \| Unlimited Carryforward
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 49,000,000.0
Federal \| Federal research and development
Operating Loss Carryforwards [Line Items]
Federal research and development credits		$ 100,000
Federal research and development credits expiration year		2027
New jersey
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 7,700,000
Operating losses, year begin to expire		2029
Massachusetts
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 58,600,000
Operating losses, year begin to expire		2037

LEASES - Additional Information (Details)		12 Months Ended
LEASES - Additional Information (Details)	Oct. 02, 2017 USD ($) ft²	Dec. 31, 2021 USD ($)
Operating Leases [Line Items]
Future minimum payments under sublease agreements		$ 0
Operating Sublease cost		99,951
Office Sublease Agreement
Operating Leases [Line Items]
Operating Sublease cost		$ 104,574
Office Sublease Agreement \| Profitect, Inc
Operating Leases [Line Items]
Sublease rentable square feet \| ft²	5,923
Lease description		The term of the Sublease began on November 1, 2017 and expired on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term.
Lease commencement date	Nov. 01, 2017
Sublease expire date	Jul. 31, 2021
Minimum [Member] \| Office Sublease Agreement \| Profitect, Inc
Operating Leases [Line Items]
Monthly rental rate	$ 14,808
Maximum [Member] \| Office Sublease Agreement \| Profitect, Inc
Operating Leases [Line Items]
Monthly rental rate	$ 16,288

LEASES - Summary of the Sublease Costs (Details)	12 Months Ended
LEASES - Summary of the Sublease Costs (Details)	Dec. 31, 2021 USD ($)
Operating Leases [Line Items]
Operating Sublease cost	$ 99,951
Office Sublease Agreement
Operating Leases [Line Items]
Operating Sublease cost	104,574
Total Sublease cost	104,574
Operating cash flows used for operating Sublease	$ (114,018)
Weighted average remaining Sublease term	0 years
Weighted average discount rate	10.00%

LEASES - Future Minimum Sublease Payments Under Non-cancelable Operating Sublease (Details) - Office Sublease Agreement - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Leases [Line Items]
2021		$ 114,018
Total Sublease payments		114,018
Less: imputed interest		(2,789)
Total operating Sublease liabilities	$ 139,931	$ 111,229

LEASES - Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) - Office Sublease Agreement - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Leases [Line Items]
2022	$ 139,931
Total lease payments		$ 114,018
Total operating lease liabilities	$ 139,931	$ 111,229