0001193125-26-101117 | 10-K | XBRL Viewer | Minerva Neurosciences INC

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, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 1,327,372	$ 1,325,525
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	407,226	450,537
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 920,146	$ 874,988

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (293,423,177)	$ 1,438,865

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-21

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479887/480-10-S45-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3A
-Subparagraph (24)(d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-3A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 40: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 41: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 42: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 43: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 44: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 45: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 46: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 47: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

INCOME TAXES - Net Deferred Tax Assets (Liabilities) (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Net operating loss carryforwards	$ 51,552,252	$ 42,922,972
Research and development tax credits	145,115	145,115
Capitalized research and development costs	20,650,502	25,269,520
Stock-based compensation	8,969,653	8,860,595
Deferred start-up and license costs	1,916,533	2,464,112
Sale of royalties	16,392,000	16,392,000
Depreciation	916	39
Other	43,712
Total deferred tax assets	99,670,683	96,054,353
Deferred tax asset valuation allowance	(99,670,683)	(96,054,353)
Net deferred tax assets	0	0
Deferred tax liabilities:
Depreciation	0	0
Total deferred tax liabilities	$ 0	$ 0

Net (Loss) Income Per Share Of Common Stock

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net (Loss) Income 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 warrants, but only to the extent that their inclusion is dilutive. Performance-based restricted stock units are excluded from the calculation of dilutive potential common shares until the performance conditions have been achieved on the basis of the assumption that the end of the reporting period was the end of the contingency period, if such issuable shares are dilutive.

In June 2023, in connection with a private placement, the Company issued and sold pre-funded warrants exercisable for an aggregate of 575,575 shares of common stock. The purchase price of the pre-funded warrants was $9.99 per share, which was paid to the Company upon issuance of the pre-funded warrants. The exercise price of the pre-funded warrants is $0.01 per share. The pre-funded warrants are exercisable by the holders at any time and do not expire. As the remaining shares underlying the pre-funded warrants are issuable for nominal consideration of $0.01 per share, 575,575 shares of common stock underlying the unexercised pre-funded warrants were considered outstanding for purposes of the calculation of (loss) income per share as of December 31, 2025 and 2024.

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


	Year Ended December 31,
	2025			2024
Net (loss) income	$	(293,423,177	)	$	1,438,865

Weighted average shares of common stock outstanding - basic		8,463,581			7,568,981
Dilutive effect		—			4,782
Weighted average shares of common stock outstanding - diluted		8,463,581			7,573,763

Net (loss) income per ordinary share:
Basic	$	(34.67	)	$	0.19
Diluted	$	(34.67	)	$	0.19

The following securities outstanding at December 31, 2025 and 2024 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,
	2025		2024
Common stock options		8,173,509		1,440,002
Performance-based restricted stock units		217,495		228,209
Common stock warrants		—		5,099
Series A preferred stock (1)		1,559,008		—
Series A preferred stock warrants(2)		56,760,000		—

(1)

An aggregate of 3,296 shares of Series A Preferred Stock remain outstanding, which are convertible into an aggregate of 1,559,008 shares of common stock, subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock. The Series A Preferred Shares are classified as temporary equity and excluded from the calculation of weighted average shares outstanding.

(2)

As of December 31, 2025, there were outstanding (i) Preferred Tranche A Warrants to purchase an aggregate of 80,000 shares of the Company’s Series A Preferred Stock, which are convertible into 37,840,000 shares of its common stock and (ii) Preferred Tranche B Warrants to purchase an aggregate of 40,000 shares of the Company’s Series A Preferred Stock, which are convertible into 18,920,000 shares of its common stock. Both the Tranche A Warrants and Tranche B Warrants are subject to the limitations on conversion set forth in the Certificate of Designation. See Note 6 for additional information regarding the Company’s Series A Preferred Stock and Warrants.

Accrued Expenses and Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:


	Year Ended December 31,
	2025		2024
Research and development costs and other accrued expenses	$	1,013,200	$	351,782
Professional fees		637,566		514,037
Accrued bonus		—		363,181
Accrued expenses and other current liabilities	$	1,650,766	$	1,229,000

NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($)			1 Months Ended	12 Months Ended
	Oct. 23, 2025	Jan. 19, 2021	Jan. 31, 2021	Dec. 31, 2025	Dec. 31, 2024
Nature Of Operations And Liquidity [Line Items]
Accumulated deficit				$ 688,799,740	$ 395,376,563
Net cash used in operating activities				13,510,936	$ 19,550,567
Cash, cash equivalents, restricted cash and marketable securities				$ 82,400,000
Preferred stock, shares issued				0	0
Series A Convertible Preferred Stock \| Private Placement
Nature Of Operations And Liquidity [Line Items]
Proceeds from exchange of preferred stock	$ 80,000,000
Preferred stock, shares issued	80,000
Tranche A Warrants \| Private Placement
Nature Of Operations And Liquidity [Line Items]
Potential proceeds from excersie of warrants	$ 80,000,000
Warrants exercised	80,000
Tranche B Warrants \| Private Placement
Nature Of Operations And Liquidity [Line Items]
Potential proceeds from excersie of warrants	$ 40,000,000
Warrants exercised	40,000
Maximum \| Private Placement
Nature Of Operations And Liquidity [Line Items]
Gross proceeds before deducting placement agent fees and other expenses	$ 200,000,000
Seltorexant \| Royalty Pharma
Nature Of Operations And Liquidity [Line Items]
Up front payment		$ 60,000,000	$ 60,000,000	$ 60,000,000
Additional milestone payments			$ 95,000,000

REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - Private Placement of Series A Preferred Stock and Warrants - Additional Information (Details) - USD ($)				1 Months Ended	12 Months Ended
	Dec. 23, 2025	Oct. 23, 2025	Oct. 21, 2025	Jun. 30, 2023	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Common stock, shares outstanding					43,274,398	6,993,406
Preferred stock, shares outstanding					0	0
Offering costs					$ 5,393,311
Net proceeds from issuance of private placement					80,000,000
Loss on issuance of convertible preferred stock and warrants					$ 321,499,041
Gross proceeds received from issuance of warrants and series A preferred stock		$ 80,000,000
Preferred stock, shares authorized					100,000,000
Preferred stock, par value (in dollars per share)					$ 0.0001
Preferred stock, shares issued					0	0
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity par value					$ 0.0001	$ 0.0001
Preferred stock		184,600,000
Common Stock
Class of Warrant or Right [Line Items]
Common stock, shares outstanding					43,274,398	6,993,406	6,993,406
Warrant
Class of Warrant or Right [Line Items]
Loss on issuance of convertible preferred stock and warrants		321,500,000
Fair value of the warrants		$ 216,900,000
Private Placement
Class of Warrant or Right [Line Items]
Warrant exercise price				$ 9.99
Shares of common stock to purchase by warrant				575,575	575,575	575,575
Common stock exercise price per share				$ 9.99
Exercise price of pre-funded warrants				$ 0.01
Private Placement \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Sale of stock issue date			Oct. 21, 2025
Notice period to change beneficial ownership limitation	61 days
Maximum beneficial ownership limitation	19.99%
Gross proceeds from issuance of private placement			$ 80,000,000
Offering costs			5,700,000
Net proceeds from issuance of private placement			$ 74,300,000
Private Placement \| Series A Preferred Stock \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Common stock issued and sold	76,704
Temporary equity par value			$ 0.0001
Purchase price per share			$ 1,000
Aggregate offering price			$ 200,000,000
Common stock, shares outstanding		43,274,398
Preferred stock, shares outstanding		3,296
Conversion of stock converted	1,559,008
Conversion price	$ 2.11
Maximum percentage of stock beneficial ownership limitation	9.99%
Issuance of common stock	76,704
Private Placement \| Series A Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Preferred stock, shares issued		80,000
Private Placement \| Series A Convertible Preferred Stock \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Common stock issued and sold			80,000
Issuance of common stock			80,000
Private Placement \| Common Stock \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Common stock issued and sold	36,280,992
Issuance of common stock	36,280,992
Private Placement \| Tranche A Warrants \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 1,000
Warrants exercisable shares	80,000
Aggregate cash exercise price	$ 80,000,000
Common stock exercise price per share	$ 1,000
Private Placement \| Tranche B Warrants \| Investors \| Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 1,000
Warrants exercisable shares	40,000
Aggregate cash exercise price	$ 40,000,000
Common stock exercise price per share	$ 1,000

NET (LOSS) INCOME PER SHARE OF COMMON STOCK - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2025	Dec. 31, 2024
Performance-based Restricted Stock Units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
PRSU'S vested		228,213
PRSU'S cancelled		30,932
PRSU'S outstanding		217,495
Private Placement
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares of common stock to purchase by warrant	575,575	575,575	575,575
Common stock exercise price per share	$ 9.99
Exercise price of pre-funded warrants	$ 0.01
Pre-funded warrants issuable nominal consideration per share		$ 0.01	$ 0.01

WARRANT LIABILITY - Additional Information (Details) - USD ($)		12 Months Ended
	Oct. 23, 2025	Dec. 31, 2025	Dec. 31, 2024
Class of Warrant or Right [Line Items]
Gain or loss related to changes in fair value of the warrant liability		$ 45,400,000	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Income
Warrants exercised		0
Offering cost		$ 5,700,000
Tranche A Warrants
Class of Warrant or Right [Line Items]
Estimated fair value of warrants	$ 141,700,000	110,600,000
Tranche B Warrants
Class of Warrant or Right [Line Items]
Estimated fair value of warrants	$ 75,200,000	60,900,000
Warrant
Class of Warrant or Right [Line Items]
Offering cost		3,100,000
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Offering cost		$ 2,600,000

NET (LOSS) INCOME 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, 2025	Dec. 31, 2024
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	8,173,509	1,440,002
Performance-based restricted stock units ("PRSUs")
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	217,495	228,209
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		5,099
Series A Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	1,559,008
Series A Preferred Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	56,760,000

NET (LOSS) INCOME PER SHARE OF COMMON STOCK - Computation of Basic and Diluted (Loss) Income Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Earnings Per Share [Abstract]
Net (loss) income	$ (293,423,177)	$ 1,438,865
Weighted average shares of common stock outstanding - basic	8,463,581	7,568,981
Dilutive effect		4,782
Weighted average shares of common stock outstanding - diluted	8,463,581	7,573,763
Net (loss) income per ordinary share, basic	$ (34.67)	$ 0.19
Net (loss) income per ordinary share, diluted	$ (34.67)	$ 0.19

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-52

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-7

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-52

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-7

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

- Definition

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

+ References

+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash and Cash Equivalents
Assets:
Cash equivalents	$ 79,327,870	$ 19,574,213
Warrant liability
Liabilities:
Warrant liability	171,464,575
Level 1 \| Cash and Cash Equivalents
Assets:
Cash equivalents	79,327,870	$ 19,574,213
Level 3 \| Warrant liability
Liabilities:
Warrant liability	$ 171,464,575

WARRANT LIABILITY - Summary of Valuation Inputs (Details) - Level 3 - Warrant	Dec. 31, 2025 USD ($)	Oct. 23, 2025 USD ($)
Binomial Model \| Tranche A Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	$ 1,382.2	$ 1,770.7
Binomial Model \| Tranche B Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	$ 1,522.2	$ 1,879.9
Binomial Model \| Discount Rate \| Tranche A Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.52	3.53
Binomial Model \| Discount Rate \| Tranche A Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.52	3.53
Binomial Model \| Discount Rate \| Tranche B Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.52	3.53
Binomial Model \| Discount Rate \| Tranche B Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.52	3.53
Binomial Model \| Time Period Between Valuation Date and Milestone Event \| Tranche A Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2	2.19
Binomial Model \| Time Period Between Valuation Date and Milestone Event \| Tranche A Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2	2.19
Binomial Model \| Time Period Between Valuation Date and Milestone Event \| Tranche B Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2	2.19
Binomial Model \| Time Period Between Valuation Date and Milestone Event \| Tranche B Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2	2.19
Binomial Model \| Probability of Milestone Event Achievement \| Tranche A Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		49
Binomial Model \| Probability of Milestone Event Achievement \| Tranche A Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		51
Binomial Model \| Probability of Milestone Event Achievement \| Tranche B Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		49
Binomial Model \| Probability of Milestone Event Achievement \| Tranche B Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		51
Binomial Model \| Risk-Neutral Probability of Milestone Event Achievement \| Tranche A Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	49
Binomial Model \| Risk-Neutral Probability of Milestone Event Achievement \| Tranche A Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	51
Binomial Model \| Risk-Neutral Probability of Milestone Event Achievement \| Tranche B Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	49
Binomial Model \| Risk-Neutral Probability of Milestone Event Achievement \| Tranche B Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	51
Binomial Model \| Probability-Weighted Present Value of the Series A Preferred Warrants \| Tranche A Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	$ 1,360.6	$ 1,745.4
Binomial Model \| Probability-Weighted Present Value of the Series A Preferred Warrants \| Tranche A Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	21.6	25.3
Binomial Model \| Probability-Weighted Present Value of the Series A Preferred Warrants \| Tranche B Warrants \| Scenario 1: Milestone Successfully Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	1,500.6	1,854.5
Binomial Model \| Probability-Weighted Present Value of the Series A Preferred Warrants \| Tranche B Warrants \| Scenario 2: Milestone Not Achieved
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value of Series A Warrants	$ 21.6	$ 25.3
Black-Scholes Option Pricing Model \| Term to Expiration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.81	1.81
Black-Scholes Option Pricing Model \| Risk-Free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.51	3.55
Black-Scholes Option Pricing Model \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	117.5	110
Black-Scholes Option Pricing Model \| Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

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, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average fair value of options granted during the period	$ 4.07	$ 6.17
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Weighted-average fair value of options granted during the period	$ 3.63	$ 1.88
Employee Stock Option \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 5 months 12 days	5 years 6 months
Risk free interest rate	3.76%	4.08%
Volatility	128.00%	121.00%
Employee Stock Option \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months 3 days	6 years 3 months
Risk free interest rate	3.85%	4.10%
Volatility	133.00%	126.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

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, 2025 and 2024 are as follows:


	Year Ended December 31,
	2025		2024
Current income tax provision (benefit)
Federal	$	—	$	—
Foreign		—		—
State		—		—
Deferred income tax provision (benefit)
Federal		—		—
Foreign		—		—
State		—		—
Total income tax provision (benefit)	$	—	$	—

Schedule of Deferred Tax Assets and Liabilities

Net deferred tax assets (liabilities) as of December 31, 2025 and 2024 consist of the following:


	Year Ended December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	51,552,252		$	42,922,972
Research and development tax credits		145,115			145,115
Capitalized research and development costs		20,650,502			25,269,520
Stock-based compensation		8,969,653			8,860,595
Deferred start-up and license costs		1,916,533			2,464,112
Sale of royalties		16,392,000			16,392,000
Depreciation		916			39
Other		43,712			—
Total deferred tax assets		99,670,683			96,054,353
Deferred tax asset valuation allowance		(99,670,683	)		(96,054,353	)
Net deferred tax assets		—			—
Deferred tax liabilities:
Depreciation		—			—
Total deferred tax liabilities		—			—
Total	$	—		$	—

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the year ended December 31, 2025 is as follows:


	Year Ended December 31, 2025
	Amount			Percent
U.S. federal statutory tax rate	$	(61,618,867	)		21.00	%
State and local income taxes, net of federal income tax effect(1)		—			0.00	%
Foreign tax effects		—			0.00	%
Other		—			0.00	%
Effect of changes in tax law or rates enacted in the current period		—			0.00	%
Effect of cross-border tax laws		—			0.00	%
Tax credits		—			0.00	%
Changes in valuation allowance		2,734,909			(0.93	%)
Nontaxable or nondeductible items
Warrants		58,634,473			(19.98	%)
Other		249,485			(0.09	%)
Changes in unrecognized tax benefits		—			0.00	%
Other adjustments		—			0.00	%
Effective tax rate	$	—			0.00	%

(1)

State taxes in Massachusetts made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the year ended December 31, 2024 is as follows:


	Year Ended December 31, 2024
Federal statutory rate		21.00	%
Permanent differences		14.99	%
State income taxes, net of federal benefit		0.00	%
Valuation allowance		(35.99	%)
Effective tax rate		0.00	%

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

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

The following tables present information about the Company’s assets and liabilities as of December 31, 2025 and 2024, 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, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	79,327,870	$	79,327,870	$	—	$	—
Liabilities:
Warrant liability	$	171,464,575	$	—	$	—	$	171,464,575

	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	19,574,213	$	19,574,213	$	—	$	—

Summarizes of Reportable Segment's Financial Information

The following table summarizes the reportable segment’s financial information:


	Year Ended December 31,
	2025			2024
Expenses
Research and development staff related expenses (1)	$	1,502,271		$	2,246,565
Research and development drug product material expenses and associated costs (2)		71,978			3,298,851
Research and development stock compensation expenses (non-cash)		407,226			450,537
General and administrative staff related expenses (1)		3,631,370			3,374,711
General and administrative stock compensation expenses (non-cash)		920,146			874,988
Total		6,532,991			10,245,652
Other segment expense, net (3)		8,569,979			11,602,734
Total expenses		15,102,970			21,848,386
Loss from operations		(15,102,970	)		(21,848,386	)
Reconciling items:
Foreign exchange losses		(56,555	)		(1,926	)
Investment income		948,122			1,272,354
Non-cash interest expense for the sale of future royalties		—			(4,562,223	)
Other income		—			26,579,046
Loss on issuance of convertible preferred stock and warrants		(321,499,041	)		—
Warrant issuance cost		(3,102,649	)		—
Changes in fair value of the warrant liability		45,389,916			—
Net (loss) income	$	(293,423,177	)	$	1,438,865

(1) Salary, bonus, and fringe benefits are included in staff related expenses.

(2) Costs associated with the Company’s drug substance validation campaign are included in drug product material expenses.

(3) Insurance, consultant, audit, legal, C18 trial costs, and C19 trial preparation costs are included in other segment expense, net.

Sale of Future Royalties - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 19, 2021	Jan. 31, 2021	Sep. 30, 2024	Dec. 31, 2025
Sale Of Future Royalties [Line Items]
Liability related to the sale of future royalties	$ 60,000,000
Annual interest rate on interest expense	10.50%
Initial upfront payment received			$ 60,000,000
Non-cash other income			$ 26,600,000
Seltorexant \| Royalty Pharma
Sale Of Future Royalties [Line Items]
Upfront payment for royalty interest sold	$ 60,000,000	$ 60,000,000		$ 60,000,000
Additional milestone payments	95,000,000
Initial upfront payment amortized interest expense potential milestone payments received	0
Potential future milestone payments received	$ 60,000,000

INCOME TAXES - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating Loss Carryforwards [Line Items]
Increase (decrease) in valuation allowance on net deferred tax assets	$ 3,600,000	$ (800,000)
Unrecognized tax benefits, liability	0	0
Interest and penalties recognized	0	0
Interest and penalties accrued	0	0
Cash for income taxes paid	0	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 188,200,000
Operating losses, year begin to expire	2036
Federal \| Unlimited Carryforward
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 166,800,000
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	$ 180,400,000
Operating losses, year begin to expire	2037

Warrant Liability

12 Months Ended

Dec. 31, 2025

Warrants and Rights Note Disclosure [Abstract]

Warrant Liability

NOTE 7 — WARRANT LIABILITY

In conjunction with the issuance of Series A Preferred Stock and Preferred Tranche A and Tranche B Warrants (the “Warrants”) as described in Note 6, the Company established a warrant liability.

The Warrants meet the definition of freestanding instruments and are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity. The Warrants were initially recognized at fair value and are subject to remeasurement at each balance sheet date after issuance. Any change in fair value is recognized as a component of other income (expense) in the statements of operations in the period of change. For the years ended December 31, 2025 and 2024, the Company recognized a $45.4 million gain and no gain or loss, respectively, related to changes in the fair value of the warrant liability, which is included in other income (expense) in the statements of operations. As of December 31, 2025, none of the Warrants had been exercised.

The fair value of the warrants is estimated using a binomial 2-node model in combination with the Black-Scholes Option Pricing Model using unobservable (Level 3) inputs that reflect the Company’s own assumptions, as described in Note 2. The significant unobservable inputs include the expected timing of the Milestone Event, the probability of the Milestone Event being successfully achieved, and the value of the Series A Preferred Stock upon the success or failure of the Milestone Event. Significant increases (decreases) in any of the inputs in isolation would result in a significantly higher (lower) fair value measurement.

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at December 31, 2025:


	Year Ended 12/31/2025
	Tranche A Warrants			Tranche B Warrants
Scenario 1: Milestone Successfully Achieved
Discount rate		3.52	%		3.52	%
Time period between valuation date and Milestone Event		2.00			2.00
Risk-neutral probability of Milestone Event achievement		49.00	%		49.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	1,360.60		$	1,500.60
Scenario 2: Milestone Not Achieved
Discount rate		3.52	%		3.52	%
Time period between valuation date and Milestone Event		2.00			2.00
Risk-neutral probability of Milestone Event achievement		51.00	%		51.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	21.60		$	21.60
Fair Value of Series A Warrants	$	1,382.20		$	1,522.20

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at October 23, 2025, the issuance date:


	At Issuance
	Tranche A Warrants			Tranche B Warrants
Scenario 1: Milestone Successfully Achieved
Discount rate		3.53	%		3.53	%
Time period between valuation date and Milestone Event		2.19			2.19
Risk-neutral probability of Milestone Event achievement		49.00	%		49.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	1,745.40		$	1,854.50
Scenario 2: Milestone Not Achieved
Discount rate		3.53	%		3.53	%
Time period between valuation date and Milestone Event		2.19			2.19
Risk-neutral probability of Milestone Event achievement		51.00	%		51.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	25.30		$	25.30
Fair Value of Series A Warrants	$	1,770.70		$	1,879.90

The table below summarizes the valuation inputs used in the Black-Scholes Option Pricing Model for the Warrants at December 31, 2025 and October 23, 2025, the issuance date:


	Year Ended,
	December 31, 2025			At Issuance
Term to expiration		1.81			1.81
Risk-free interest rate		3.51	%		3.55	%
Volatility		117.50	%		110.00	%
Dividend yield		0.00	%		0.00	%

The Company estimated the fair value of the Tranche A Warrants and Tranche B Warrants to be $141.7 million and $75.2 million, respectively, as of the Closing Date, and $110.6 million and $60.9 million, respectively, as of December 31, 2025. The following table provides a summary of the Company’s warrant liability fair value estimates as of December 31, 2025, and the changes in Level 3 fair value measurements during the year ended December 31, 2025:


	Year Ended December 31, 2025
Fair value, January 1, 2025	$	—
Issuance of warrants (October 23, 2025)		216,854,491
Change in fair value of warrants		(45,389,916	)
Fair value, December 31, 2025	$	171,464,575

The Company incurred approximately $5.7 million in offering costs. $3.1 million of offering costs allocated to the Warrants are expensed as incurred. $2.6 million of offering costs attributable to the issuance of Series A Preferred Stock are recorded as a reduction of the carrying value of the Series A Preferred Stock.

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($)		12 Months Ended
	Apr. 28, 2023	Dec. 31, 2025	Dec. 31, 2024	Aug. 06, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued		43,274,398	6,993,406
Fair value of common stock on grant date (in dollars per share)		$ 4.07	$ 6.17
Non-cash compensation expense		$ 1,327,372	$ 1,325,525
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock on grant date (in dollars per share)		$ 3.63	$ 1.88
Total unrecognized compensation costs		$ 25,000,000
Weighted-average period over which unrecognized compensation costs is expected to be recognized		3 years 8 months 12 days
Dividend yield (as a percent)		0.00%	0.00%
Employee Stock Option \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercisable period		10 years
Employee Stock Option \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
Employee Stock Option \| Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		1 year
Performance-based Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	5 years
PRSU'S outstanding		217,495
PRSU'S cancelled		30,932
PRSU'S vested		228,213
Non-cash compensation expense		$ 200,000
Incremental Non-cash Compensation Cost	50.00%	50.00%
2013 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized for issuance		14,578,917
Option Exchange Program [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued				953,980
Common stock exchanged for PRSUs				476,640

RELATED PARTY TRANSACTIONS - Additional Information (Details) - Consulting Agreement - Dr. Kaul			12 Months Ended
	Dec. 22, 2025 shares	Nov. 14, 2025 USD ($) h	Dec. 31, 2025
Related Party Transaction [Line Items]
Description of transaction			On November 14, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. Inderjit Kaul, one of its directors. Pursuant to the Consulting Agreement, Dr. Kaul will, among other things, assist with the Company’s clinical trial workstreams and other related services upon request of its Chief Executive Officer. Pursuant to the terms and conditions of the Consulting Agreement, Dr. Kaul will provide services for approximately 25 to 30 hours per month at a rate of $450 per hour during a six-month initial term, with the option to renew for additional six-month periods unless terminated earlier by either party with 30 days’ notice. Immediate termination by the Company is permitted for material breach. The termination of the Consulting Agreement will not automatically affect Dr. Kaul’s board service or his eligibility (if any as of the time of such termination) to receive compensation for his board services pursuant to the Company’s Amended Director Compensation Plan as in effect from time to time.
Granted (in shares) \| shares	364,504
Per hour service rate \| $		$ 450
Initial term of agreement		6 months
Notice period		30 days
Consultant Option
Related Party Transaction [Line Items]
Percentage of share total agreed to grant		0.70%
Consultant Option \| Tranche One
Related Party Transaction [Line Items]
Percentage of share total agreed to grant		25.00%
Consultant Option \| Tranche Two
Related Party Transaction [Line Items]
Percentage of share total agreed to grant		45.00%
Consultant Option \| Tranche Three
Related Party Transaction [Line Items]
Percentage of share total agreed to grant		30.00%
Minimum
Related Party Transaction [Line Items]
Number of hours per month services provided		25
Maximum
Related Party Transaction [Line Items]
Number of hours per month services provided		30

Redeemable Preferred Stock and Stockholders' Deficit

12 Months Ended

Dec. 31, 2025

Stockholders' Equity Note [Abstract]

Redeemable Preferred Stock and Stockholders' Deficit

NOTE 6 — REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Private Placement of Series A Preferred Stock and Warrants

On October 21, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), (i) 80,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a purchase price of $1,000 per share, (ii) tranche A warrants (the “Preferred Tranche A Warrants”) to acquire shares of Series A Preferred Stock (the “Tranche A Warrant Shares”) and (iii) tranche B warrants (the “Preferred Tranche B Warrants,” together with the Preferred Tranche A Warrants, the “Preferred Warrants”) to acquire shares of Series A Preferred Stock for an aggregate offering price of up to $200 million. The Private Placement closed on October 23, 2025 (the “Closing Date”), pursuant to which the Company received aggregate gross proceeds of $80.0 million, before deducting placement agent fees, financial advisor fees, and other offering expenses. The Company incurred approximately $5.7 million in offering costs, including deferred issuance costs included in accounts payable and accrued expenses, resulting in net proceeds of approximately $74.3 million. Costs associated with the Preferred Warrants, which are classified as liabilities, are expensed as incurred. Costs attributable to the issuance of Series A Preferred Stock are recorded as a reduction of the carrying value of the Preferred Stock. On the Closing Date, the Company recorded a loss on issuance of convertible preferred stock and warrants of $321.5 million, reflecting the initial fair values of the Series A Preferred Stock of $184.6 million and the warrants of $216.9 million, offset by $80.0 million in gross proceeds received from investors. The value of the Series A Preferred Stock at issuance was determined based on the contractual conversion ratio multiplied by the closing price of the Company’s common stock on the Closing Date. See Note 7 for additional information regarding the warrant liability and related valuation assumptions.

On December 23, 2025, following the announcement of the stockholders’ approval of the issuance of common stock issuable upon conversion of the Series A Preferred Stock, the Company issued an aggregate of 36,280,992 shares of common stock upon the automatic conversion of an aggregate of 76,704 shares of Series A Preferred Stock in accordance with the terms set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Certificate of Designation”). Immediately following such conversion, (i) there were 43,274,398 shares of common stock outstanding and (ii) an aggregate of 3,296 shares of Series A Preferred Stock remaining outstanding, which are convertible into an aggregate of 1,559,008 shares of common stock, subject to the limitations on conversion set forth in the Certificate of Designation. Each share of Series A Preferred Stock automatically converted into the number of shares of common stock at the conversion price of $2.11 per share, rounded down to the nearest whole share, subject to the terms and limitations contained in the Certificate of Designation, including that shares of Series A Preferred Stock shall not be convertible if the conversion would result in a holder beneficially owning more than 9.99% (the “Beneficial Ownership Limitation”) of the Company’s outstanding shares of common stock as of the applicable conversion date. By written notice to the Company, the holder may from time to time increase or decrease the Beneficial Ownership

Limitation to any other percentage not in excess of 19.99% specified in such notice; provided, that any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

Each Preferred Tranche A Warrant has an exercise price of $1,000 and may only be exercised for cash. The Preferred Tranche A Warrants are immediately exercisable upon issuance for an aggregate of 80,000 shares of Series A Preferred Stock for an aggregate cash exercise price of up to $80 million until the tenth day following the date of the Company’s public announcement that it has achieved, on a statistically significant basis, the primary endpoint of its Phase 3 confirmatory trial of roluperidone in schizophrenia at the 12-week timepoint (the “Milestone Event”).

Each Preferred Tranche B Warrant has an exercise price of $1,000 and may be exercised by a cashless exercise. The Preferred Tranche B Warrants are exercisable for an aggregate of 40,000 shares of Series A Preferred Stock for an aggregate cash exercise price of up to $40 million commencing on the earlier of (i) the Company’s public announcement of the Milestone Event and (ii) the three year anniversary of the Closing Date. The Preferred Tranche B Warrants will expire on the four (4)-year anniversary of the Closing Date.

The Preferred Warrants are subject to forfeiture in the event the applicable holder engages in any Short Sales (as defined in the Securities Purchase Agreement) involving the Company’s securities during the 48-months period following the Closing Date. In addition, the shares of common stock and/or Series A Preferred Stock, as applicable, underlying the Preferred Tranche B Warrants are subject to reduction if the applicable holder sells or transfers any shares of Series A Preferred Stock or shares of common stock received upon conversion of the Series A Preferred Stock before the Exercisability Date (as defined therein), except to affiliates for no consideration

Pursuant to the Certificate of Designation, no fractional shares or scrip representing fractional shares of common stock shall be issued upon the conversion of the Series A Preferred Stock. All fractional shares shall be rounded down to the nearest whole shares of common stock. Holders of Series A Preferred Stock are not entitled to receive any dividends except to the extent that dividends are paid on the Company’s common stock. If dividends are paid on shares of common stock, holders of Series A Preferred Stock are entitled to participate in such dividends on an as-converted basis. Upon the liquidation, dissolution, or winding up of the Company, each holder of Series A Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Holders of the Series A Preferred Stock are entitled to vote together with the holders of common stock on an as-if-converted basis on all matters submitted to a vote of stockholders.

Pursuant to the Securities Purchase Agreement, the Company filed a registration statement on Form S-3 (File No. 333-292410), which was declared effective by the SEC on January 6, 2026, covering the resale of the Registrable Securities (as such term is defined in the Securities Purchase Agreement). The Company has agreed to take all steps necessary to keep such registration statement effective at all times until all Registrable Shares have been resold, or there remains no Registrable Shares.

Convertible Series A Preferred Stock

In accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Series A Preferred Stock was classified as temporary equity. Pursuant to the Certificate of Designation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, including a change of control transaction, or Deemed Liquidation Event (any such event, a “Liquidation”), the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the Certificate of Designation or otherwise. However, there will be no Liquidation Preference on the shares of Series A Preferred Stock.

Preferred Stock

The Company is authorized to issue 100,000,000 shares of preferred stock, $0.0001 par value per share. No preferred shares were issued or outstanding as of December 31, 2025 and 2024.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Mar. 06, 2026	Jun. 30, 2025
Cover [Abstract]
Entity Registrant Name	Minerva Neurosciences, Inc.
Entity Central Index Key	0001598646
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NERV
Security Exchange Name	NASDAQ
Entity Tax Identification Number	26-0784194
Entity File Number	001-36517
Entity Address, Address Line One	1500 District Avenue
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	01803
City Area Code	617
Local Phone Number	600-7373
Document Transition Report	false
Documents Incorporated by Reference	Portions of the Registrant’s Definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission are incorporated by reference into Part III of this Report. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2025.
Document Annual Report	true
Entity Current Reporting Status	Yes
Entity Public Float			$ 7.0
Entity Common Stock, Shares Outstanding		43,274,398
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	false
Auditor Firm ID	34
Entity Registrant Name	Minerva Neurosciences, Inc.
Auditor Name	Deloitte & Touche LLP
Auditor Location	Boston, Massachusetts
Auditor Opinion [Text Block]	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Minerva Neurosciences, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, redeemable preferred stock and stockholders’ deficit, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate, Amount	$ (61,618,867)
U.S. federal statutory tax rate, Percent	21.00%	21.00%
Permanent differences		14.99%
State and local income taxes, net of federal income tax effect, Percent	0.00%	0.00%
Foreign tax effects, Percent	0.00%
Other, Percent	0.00%
Effect of changes in tax law or rates enacted in the current period, Percent	0.00%
Effect of cross-border tax laws, Percent	0.00%
Tax credits, Percent	0.00%
Changes in valuation allowance, Amount	$ 2,734,909
Changes in valuation allowance, Percent	(0.93%)	(35.99%)
Warrants, Amount	$ 58,634,473
Warrants, Percent	19.98%
Other, Amount	$ 249,485
Other, Percent	(0.09%)
Changes in unrecognized tax benefits, Percent	0.00%
Other adjustments, Percent	0.00%
Effective tax rate	0.00%	0.00%

Income Taxes

12 Months Ended

Dec. 31, 2025

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, 2025 and 2024 are as follows:


	Year Ended December 31,
	2025		2024
Current income tax provision (benefit)
Federal	$	—	$	—
Foreign		—		—
State		—		—
Deferred income tax provision (benefit)
Federal		—		—
Foreign		—		—
State		—		—
Total income tax provision (benefit)	$	—	$	—

Net deferred tax assets (liabilities) as of December 31, 2025 and 2024 consist of the following:


	Year Ended December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	51,552,252		$	42,922,972
Research and development tax credits		145,115			145,115
Capitalized research and development costs		20,650,502			25,269,520
Stock-based compensation		8,969,653			8,860,595
Deferred start-up and license costs		1,916,533			2,464,112
Sale of royalties		16,392,000			16,392,000
Depreciation		916			39
Other		43,712			—
Total deferred tax assets		99,670,683			96,054,353
Deferred tax asset valuation allowance		(99,670,683	)		(96,054,353	)
Net deferred tax assets		—			—
Deferred tax liabilities:
Depreciation		—			—
Total deferred tax liabilities		—			—
Total	$	—		$	—

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the year ended December 31, 2025 is as follows:


	Year Ended December 31, 2025
	Amount			Percent
U.S. federal statutory tax rate	$	(61,618,867	)		21.00	%
State and local income taxes, net of federal income tax effect(1)		—			0.00	%
Foreign tax effects		—			0.00	%
Other		—			0.00	%
Effect of changes in tax law or rates enacted in the current period		—			0.00	%
Effect of cross-border tax laws		—			0.00	%
Tax credits		—			0.00	%
Changes in valuation allowance		2,734,909			(0.93	%)
Nontaxable or nondeductible items
Warrants		58,634,473			(19.98	%)
Other		249,485			(0.09	%)
Changes in unrecognized tax benefits		—			0.00	%
Other adjustments		—			0.00	%
Effective tax rate	$	—			0.00	%

(1)

State taxes in Massachusetts made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the year ended December 31, 2024 is as follows:


	Year Ended December 31, 2024
Federal statutory rate		21.00	%
Permanent differences		14.99	%
State income taxes, net of federal benefit		0.00	%
Valuation allowance		(35.99	%)
Effective tax rate		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 $3.6 million and decreased by approximately $0.8 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had approximately $188.2 million of federal net operating losses that will begin to expire in 2036, if not utilized. Of the total federal net operating loss, approximately $166.8 million has an unlimited carryforward and therefore will not expire. As of December 31, 2025, the Company had approximately $7.7 million of New Jersey and approximately $180.4 million of Massachusetts operating losses that will begin to expire in 2029 and 2037, respectively, if not utilized. As of December 31, 2025, the Company had approximately $0.1 million of federal research and development credits that will begin to expire in 2027, if not utilized.

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 under statute from 2022 to present.

As of December 31, 2025 and 2024, 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, 2025 and 2024, or accrued on the balance sheets as of December 31, 2025 and 2024.

The Company paid no cash for income taxes for the years ended December 31, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA” or the “Act” ) was enacted into law in the United States. The Act includes, among other provisions, changes to bonus depreciation rules, the treatment of research and experimental expenditures under Section 174A, limitations on the deductibility of interest under Section 163(j), and modifications to certain international tax regimes. The Company is required to account for the effects of changes in tax law in the period that includes the enactment date. Accordingly, during the year ended December 31, 2025, the Company remeasured its U.S. deferred tax assets and liabilities and corresponding valuation allowances to reflect the tax law changes under OBBBA. The net impact of the remeasurement was insignificant to income tax expense.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Regus - USD ($)		1 Months Ended
	Oct. 11, 2022	Jan. 31, 2026
Loss Contingencies [Line Items]
Lease description	In January 2026, the Company renewed the month-to-month lease agreement commencing on February 1, 2026, with a monthly payment of $1,223. 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
Subsequent Event
Loss Contingencies [Line Items]
Lease commencement date		Feb. 01, 2026
Monthly rental rate		$ 1,223

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 720
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483359/720-20-50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 27
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482395/460-10-55-27

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482425/460-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

+ Details

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

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

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

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 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

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, 2025 and 2024.

Deferred Offering Costs

Deferred offering costs

Deferred offering costs include certain legal, accounting and other costs directly attributable to the Company’s private placement of preferred stock and warrants, which closed on October 23, 2025. These amounts were offset against the proceeds of the placement. The Company did not have any deferred offering costs as of December 31, 2025 and 2024, as costs attributable to the Company’s private placement were reclassified and allocated between the Warrants and Preferred Stock.

Warrant liability

In conjunction with the issuance of Series A Preferred Stock and Preferred Tranche A and Tranche B Warrants, the Company established a warrant liability as of October 23, 2025, representing the fair value of the warrants issued, which was determined using a binomial valuation model. The Company accounts for these warrants as liabilities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, due to the Fundamental Transaction provisions contained in both the Tranche A and Tranche B Warrants, as such provisions do not distinguish between transactions that are within the Company’s control and those that are not. Specifically, if, at any time while the warrants are outstanding, the Company shall enter into or be party to a Fundamental Transaction, then the Company (or the successor entity) shall purchase all outstanding warrants from the holders by paying to the holders cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of each warrant on the effective date of such Fundamental Transaction. As such, the warrant liability was initially measured at fair value and is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The warrant liability is measured using Level 3 inputs within the fair value hierarchy. See Note 7 for additional information regarding the warrant liability and related valuation assumptions

Research and Development Costs

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.

Stock-Based Compensation

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

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 calculated by dividing the 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

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, 2025 or 2024. Income tax years beginning in 2022 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

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 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 accordance with FASB ASC Topic 842, Leases, 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, 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

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, 2025 and 2024.

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 has a single reporting unit, which is the level that the goodwill impairment test is performed. There was no impairment of goodwill for the years ended December 31, 2025 and 2024. As of December 31, 2025, $14.9 million of goodwill was associated with a reporting unit with zero or negative carrying value. As the reporting unit had a positive fair value, there was no impairment associated with this reporting unit.

Fair Value of Financial Instruments

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.


	December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	79,327,870	$	79,327,870	$	—	$	—
Liabilities:
Warrant liability	$	171,464,575	$	—	$	—	$	171,464,575

	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	19,574,213	$	19,574,213	$	—	$	—

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses, warrant liability 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. See Note 7 for additional information regarding the warrant liability and related valuation assumptions. There was no warrant liability as of December 31, 2024.

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 recognize related non-cash interest expense or other income.

For further discussion of the sale of future royalties, please refer to Note 5, Sale of Future Royalties.

Segment Information

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 (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM evaluates performance of the segments based on net income (loss). The CODM also reviews operating results and previously forecasted financial information to make decisions about allocating resources and assessing performance for the entire Company.

The Company’s operations are organized into one operating and one reportable segment focused on the development and commercialization of proprietary product candidates to treat patients suffering from CNS diseases. The one operating segment is managed on a consolidated basis. The operating segment’s revenue would be generated from commercial sales or license agreements of the product candidates. However, none of the Company’s product candidates have been approved for commercialization and it has not received any revenue in connection with the sale or license of its product candidates. Furthermore, except for most of Asia, the Company has global commercialization rights for roluperidone.

The CODM does not evaluate operating segments using asset or liability information and therefore it is not disclosed. The following table summarizes the reportable segment’s financial information:


	Year Ended December 31,
	2025			2024
Expenses
Research and development staff related expenses (1)	$	1,502,271		$	2,246,565
Research and development drug product material expenses and associated costs (2)		71,978			3,298,851
Research and development stock compensation expenses (non-cash)		407,226			450,537
General and administrative staff related expenses (1)		3,631,370			3,374,711
General and administrative stock compensation expenses (non-cash)		920,146			874,988
Total		6,532,991			10,245,652
Other segment expense, net (3)		8,569,979			11,602,734
Total expenses		15,102,970			21,848,386
Loss from operations		(15,102,970	)		(21,848,386	)
Reconciling items:
Foreign exchange losses		(56,555	)		(1,926	)
Investment income		948,122			1,272,354
Non-cash interest expense for the sale of future royalties		—			(4,562,223	)
Other income		—			26,579,046
Loss on issuance of convertible preferred stock and warrants		(321,499,041	)		—
Warrant issuance cost		(3,102,649	)		—
Changes in fair value of the warrant liability		45,389,916			—
Net (loss) income	$	(293,423,177	)	$	1,438,865

(1) Salary, bonus, and fringe benefits are included in staff related expenses.

(2) Costs associated with the Company’s drug substance validation campaign are included in drug product material expenses.

(3) Insurance, consultant, audit, legal, C18 trial costs, and C19 trial preparation costs are included in other segment expense, net.

Comprehensive (Loss) Income

Comprehensive (loss) income

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

Recent Accounting Pronouncements

Recent accounting pronouncements

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

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly

provided to the CODM and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Segment information for the inclusion of the new required disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 effective January 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements, other than expanded disclosures.

Accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires public business entities to disclose detailed information about specific types of expenses that are relevant to certain line items on the income statement. This update is effective for us for annual periods beginning in our fiscal year ending December 31, 2027, and interim periods beginning in the first quarter of our fiscal year ending December 31, 2028. Early adoption is permitted. We are currently evaluating the impact that this update will have on our financial statement disclosures.

WARRANT LIABILITY - Summary of Warrant Liability Fair Value Estimates and Changes in Level 3 Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of warrants	$ 45,400,000	$ 0
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning balance	0
Issuance of warrants (October 23, 2025)	216,854,491
Change in fair value of warrants	(45,389,916)
Fair value, ending balance	$ 171,464,575	$ 0

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, 2025	Dec. 31, 2024
Shares Issuable Pursuant to Stock Options
Outstanding at the beginning of period (in shares)	1,487,234
Granted (in shares)	6,774,004
Cancelled/Forfeited (in shares)	(80,542)
Expired (in shares)	(7,187)
Outstanding at the end of the period (in shares)	8,173,509	1,487,234
Exercisable at the end of the period (in shares)	869,908
Available for future grant (in shares)	5,856,800
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 8.34
Granted (in dollars per share)	3.98
Cancelled/forfeited (in dollars per share)	5.44
Expired (in dollar per share)	42.82
Outstanding at the end of the period (in dollars per share)	4.73	$ 8.34
Exercisable at the end of the period (in dollars per share)	$ 11.09
Weighted-Average Remaining Contractual Term Outstanding (Years)	9 years 6 months	8 years 3 months 18 days
Weighted-Average Remaining Contractual Term Exercisable (Years)	6 years 8 months 12 days
Total Intrinsic Value Outstanding at the end of period	$ 1,270	$ 46
Total Intrinsic Value Exercisable	$ 415

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of the Company’s business activities. The Company is not aware of any claim or litigation, the outcome of which, if determined adversely to the Company, would have a material effect on the Company’s financial position or results of operations.

Leases

On October 11, 2022, the Company entered into an office lease agreement with Regus to lease office space located at 1500 District Avenue, Burlington, MA 01803. In September 2025, the Company amended its month-to-month lease agreement to reduce the rentable office space. In January 2026, the Company renewed the month-to-month lease agreement commencing on February 1, 2026, with a monthly payment of $1,223. 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.

SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)		1 Months Ended	12 Months Ended
	Jan. 19, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)
Significant Accounting Policies [Line Items]
Restricted cash balances as collateral for corporate credit cards			$ 100,000	$ 100,000
Deferred offering costs			0	0
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
Warrant liability			171,464,575	0
Upfront Payment Paid			60,000,000
Additional potential milestone payments			$ 95,000,000
Number of operating segments \| Segment			1
Number of reportable segments \| Segment			1
Goodwill			$ 14,869,399	$ 14,869,399
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]			srt:ChiefExecutiveOfficerMember
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description			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 (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM evaluates performance of the segments based on net income (loss). The CODM also reviews operating results and previously forecasted financial information to make decisions about allocating resources and assessing performance for the entire Company.
Single Reporting Unit
Significant Accounting Policies [Line Items]
Impairment of long-lived assets			$ 0
Goodwill			14,900,000
Seltorexant \| Royalty Pharma
Significant Accounting Policies [Line Items]
Upfront Payment	$ 60,000,000	$ 60,000,000	$ 60,000,000

Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Consolidation

Significant risks and uncertainties

Use of estimates

Cash and cash equivalents

Restricted cash

Deferred offering costs

Warrant liability

Research and development costs

Stock-based compensation

Foreign currency transactions

(Loss) income per share

Income taxes

Concentration of credit risk

Equipment

Software

Leases

Long-lived assets

Goodwill

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, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	79,327,870	$	79,327,870	$	—	$	—
Liabilities:
Warrant liability	$	171,464,575	$	—	$	—	$	171,464,575

	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	19,574,213	$	19,574,213	$	—	$	—

Liability related to the sale of future royalties

For further discussion of the sale of future royalties, please refer to Note 5, Sale of Future Royalties.

Segment information

The CODM does not evaluate operating segments using asset or liability information and therefore it is not disclosed. The following table summarizes the reportable segment’s financial information:


	Year Ended December 31,
	2025			2024
Expenses
Research and development staff related expenses (1)	$	1,502,271		$	2,246,565
Research and development drug product material expenses and associated costs (2)		71,978			3,298,851
Research and development stock compensation expenses (non-cash)		407,226			450,537
General and administrative staff related expenses (1)		3,631,370			3,374,711
General and administrative stock compensation expenses (non-cash)		920,146			874,988
Total		6,532,991			10,245,652
Other segment expense, net (3)		8,569,979			11,602,734
Total expenses		15,102,970			21,848,386
Loss from operations		(15,102,970	)		(21,848,386	)
Reconciling items:
Foreign exchange losses		(56,555	)		(1,926	)
Investment income		948,122			1,272,354
Non-cash interest expense for the sale of future royalties		—			(4,562,223	)
Other income		—			26,579,046
Loss on issuance of convertible preferred stock and warrants		(321,499,041	)		—
Warrant issuance cost		(3,102,649	)		—
Changes in fair value of the warrant liability		45,389,916			—
Net (loss) income	$	(293,423,177	)	$	1,438,865

(1) Salary, bonus, and fringe benefits are included in staff related expenses.

(2) Costs associated with the Company’s drug substance validation campaign are included in drug product material expenses.

(3) Insurance, consultant, audit, legal, C18 trial costs, and C19 trial preparation costs are included in other segment expense, net.

Comprehensive (loss) income

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

Recent accounting pronouncements

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

Recently adopted accounting pronouncements

Accounting pronouncements not yet adopted

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 82,301,813	$ 21,362,008
Restricted cash	100,000	100,000
Prepaid expenses and other current assets	697,676	806,895
Total current assets	83,099,489	22,268,903
Equipment, net	0	5,442
Goodwill	14,869,399	14,869,399
Total assets	97,968,888	37,143,744
Current liabilities
Accounts payable	639,707	1,607,844
Accrued expenses and other current liabilities	1,650,766	1,229,000
Total current liabilities	2,290,473	2,836,844
Warrant liability	171,464,575	0
Liability related to the sale of future royalties	60,000,000	60,000,000
Total liabilities	233,755,048	62,836,844
Redeemable preferred stock
Commitments and contingencies (Note 10)
Stockholders' deficit
Common stock; $0.0001 par value; 250,000,000 shares authorized; 43,274,398 shares issued and outstanding as of December 31, 2025 and 125,000,000 shares authorized; 6,993,406 shares issued and outstanding as of December 31, 2024	4,327	699
Additional paid-in capital	548,047,331	369,682,764
Accumulated deficit	(688,799,740)	(395,376,563)
Total stockholders' deficit	(140,748,082)	(25,693,100)
Total liabilities, redeemable preferred stock and stockholders' deficit	97,968,888	37,143,744
Series A Convertible Preferred Stock
Redeemable preferred stock
Series A convertible preferred stock; $0.0001 par value; 200,000 shares authorized; 3,296 issued and outstanding; liquidation preference of $0 as of December 31, 2025 and 0 shares authorized; none issued or outstanding as of December 31, 2024	$ 4,961,922

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Expenses
Research and development	$ 5,759,473	$ 11,898,595
General and administrative	9,343,497	9,949,791
Total expenses	15,102,970	21,848,386
Loss from operations	(15,102,970)	(21,848,386)
Foreign exchange losses	(56,555)	(1,926)
Investment income	948,122	1,272,354
Non-cash interest expense for the sale of future royalties		(4,562,223)
Other income		26,579,046
Loss on issuance of convertible preferred stock and warrants	(321,499,041)
Warrant issuance cost	(3,102,649)
Changes in fair value of the warrant liability	45,389,916
Net (loss) income	$ (293,423,177)	$ 1,438,865
Net (loss) income per share, basic	$ (34.67)	$ 0.19
Weighted average shares outstanding, basic	8,463,581	7,568,981
Net (loss) income per share, diluted	$ (34.67)	$ 0.19
Weighted average shares outstanding, diluted	8,463,581	7,573,763

Sale of Future Royalties

12 Months Ended

Dec. 31, 2025

Sale Of Future Royalties [Abstract]

Sale of Future Royalties

NOTE 5 — SALE OF FUTURE ROYALTIES

The Company had previously co-developed seltorexant with Janssen for the treatment of insomnia disorder and adjunctive treatment of MDD. During 2020, the Company exercised its right to opt out of the co-development and license agreement (the “Janssen Agreement”) with Janssen for the future development of seltorexant and, as a result, the Company was entitled to collect royalties in the mid-single digits on potential future sales of seltorexant worldwide in certain indications, with no further financial obligations to Janssen.

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, Royalty Pharma has recourse against the Company relating to payments due from Janssen and therefore, the Company is deemed to have significant continuing involvement. The Company has applied the debt recognition guidance under ASC 470, Debt, and recorded the upfront payment of $60 million on the balance sheet as a liability related to the sale of future royalties (the “Royalty Obligation”) and will record any amortized interest expense and future milestone payments received from Royalty Pharma as well. No amounts received, including the initial upfront payment, amortized interest expense or potential milestone payments, are repayable to Royalty Pharma if Janssen discontinues the clinical development of seltorexant or ceases to pursue its commercialization at a future date for any reason. In accordance with ASC 470, the Company will account for any royalties received in the future as non-cash royalty revenue.

As royalties are remitted from Janssen to Royalty Pharma, the balance of the Royalty Obligation will be effectively repaid over the expected life of the Janssen Agreement. The $60 million payment received from Royalty Pharma and any potential future milestone payments from Royalty Pharma are recorded as part of the Royalty Obligation. The difference between the total expected royalties receivable from Janssen and the upfront and milestone payments potentially receivable from Royalty Pharma is being amortized as non-cash interest expense over the estimated remaining life of the Janssen Agreement. To determine the amount of non-cash interest to be amortized, the Company is required to make assumptions for the total amount of future royalty payments to be received from Janssen. At execution, the Company’s estimate of this total non-cash interest expense resulted in an effective annual interest rate of approximately 10.5%.

The Company regularly evaluates the assumptions supporting future royalty estimates and, during the third quarter of 2024, noted that Janssen announced on clinicaltrials.gov a further Phase 3 study with seltorexant (MDD3003) that had an estimated study completion date in November 2027, later updated to December 2026, which is a modification of the assumption used in the Company’s original estimates. Study MDD3001, which evaluated the efficacy and safety of seltorexant as an adjunctive treatment to baseline antidepressants in adult and elderly patients with MDD with insomnia symptoms, met all primary and secondary endpoints. MDD3002 was stopped based on the interim analysis results as recommended by the Independent Data Monitoring Committee. Janssen reported on September 22, 2025 that the MDD3005 study, in which seltorexant was evaluated against quetiapine, did not show statistical significance on the primary endpoint. MDD3003 is a study of adjunctive treatment with seltorexant in adult and elderly participants with MDD and insomnia symptoms and is currently recruiting.

As a result, the Company revised its estimates for the timing and amount of future royalty payments to be earned over the life of the Janssen Agreement, which is less than the original carrying value of the upfront payment received. Therefore, under the retrospective interest model, during the third quarter of 2024 the Company adjusted the Royalty Obligation to the initial upfront payment received of $60 million and recognized $26.6 million as a component of Other Income, representing the amount of amortized non-cash interest expense through June 30, 2024. In addition, the Company does not expect to recognize non-cash interest expense in the future related to the Royalty Obligation, as the effective annual interest rate is negative.

Accrued Expenses and Other Liabilities

12 Months Ended

Dec. 31, 2025

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,
	2025		2024
Research and development costs and other accrued expenses	$	1,013,200	$	351,782
Professional fees		637,566		514,037
Accrued bonus		—		363,181
Accrued expenses and other current liabilities	$	1,650,766	$	1,229,000

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

NOTE 12 — SUBSEQUENT EVENTS

None.

NET (LOSS) INCOME PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Parenthetical) (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock, shares outstanding	0	0
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock, shares outstanding	3,296
Conversion of stock converted	1,559,008
Series A Preferred Stock \| Tranche A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Conversion of stock converted	37,840,000
Issuance of common stock	80,000
Series A Preferred Stock \| Tranche B Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Conversion of stock converted	18,920,000
Issuance of common stock	40,000

ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Research and development costs and other accrued expenses	$ 1,013,200	$ 351,782
Professional fees	637,566	514,037
Accrued bonus		363,181
Accrued expenses and other current liabilities	$ 1,650,766	$ 1,229,000

Nature of Operations and Liquidity

12 Months Ended

Dec. 31, 2025

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 certain proprietary product candidates to treat patients suffering from central nervous system (“CNS”) diseases.

The Company’s lead product candidate, roluperidone, is in development for the treatment of negative symptoms in patients diagnosed with schizophrenia. In August 2022, the Company submitted a New Drug Application (“NDA”) with the U.S. Food and Drug Administration (“FDA”) for roluperidone for the treatment of negative symptoms in schizophrenia. On February 26, 2024, the FDA issued a Complete Response Letter (“CRL”) regarding the NDA for roluperidone. Subsequent to the CRL, the Company has had multiple interactions with the FDA to confirm the design of an additional Phase 3 confirmatory clinical trial to address the deficiencies cited in the CRL and resubmit the NDA.

As with the completed Phase 2b (C03) and Phase 3 (C07) clinical trials of roluperidone, the new Phase 3 confirmatory trial, which the Company refers to as the C19 trial, will include patients diagnosed with schizophrenia who present with stable impairing negative symptoms and stable positive symptoms for the six months prior to entering the trial. The Company agreed with the FDA that best efforts will be made to secure 25-30% of patients from the United States, subject to competitive recruitment. The FDA confirmed that roluperidone can be studied in monotherapy where patients will receive a double-blinded single daily 64 mg dose of roluperidone or placebo. The FDA advised that, to support a monotherapy indication, it would be necessary to assess relapses on an observational basis for at least 52 weeks, in patients treated in monotherapy with roluperidone, placebo or antipsychotics. The FDA also stated that it would consider a resubmission of the NDA that included a double-blind, placebo- or active-controlled trial of roluperidone with a duration of at least 52 weeks with the efficacy primary endpoint at week 12.

Subject to ongoing feedback from the FDA, the C19 trial is currently expected to be initiated, including first patient screened, in the second quarter of 2026. The trial is designed to enroll 380 patients, randomized on a 1:1 basis to receive either placebo or a double-blinded single daily 64 mg dose of roluperidone. The primary efficacy endpoint is expected to be the change from baseline in the PANSS Marder negative symptoms factor score (“NSFS”) at 12 weeks of treatment with roluperidone compared to placebo. Following the initial 12-week treatment period, patients are expected to enter a 40-week relapse assessment phase, during which patients will crossover to receive either a daily 64 mg dose of roluperidone or antipsychotics. The Company expects topline efficacy results in the second half of 2027 and relapse assessment data in the second half of 2028.

In addition, the Company previously co-developed seltorexant with Janssen Pharmaceutica NV (“Janssen”), a subsidiary of Johnson & Johnson, for the treatment of insomnia disorder and adjunctive treatment of Major Depressive Disorder (“MDD”). As a result of the Company’s collaboration with Janssen, it 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 plc (“Royalty Pharma”) for a $60 million cash payment and up to an additional $95 million in potential future milestone payments, subject to completion of Phase 3 trials by Janssen and regulatory approvals. To the Company’s knowledge, Janssen is currently recruiting patients under a Phase 3 trial with seltorexant.

Liquidity

The accompanying consolidated 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, 2025, the Company had an accumulated deficit of approximately $688.8 million and net cash used in operating activities was approximately $13.5 million during the year ended December 31, 2025. 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 convertible preferred stock, common stock, warrants, loans, convertible promissory notes, collaboration agreements and royalty sales.

As of December 31, 2025, the Company had cash, cash equivalents, and restricted cash of $82.4 million. The Company believes that this amount will be sufficient to meet the Company’s operating commitments for at least twelve months from the date that its financial statements are issued. On October 23, 2025, the Company completed a private placement of preferred stock and warrants for up to

$200 million in gross proceeds, before deducting placement agent fees and other expenses, through a private placement that included an initial upfront funding of $80 million in gross proceeds in exchange for 80,000 shares of the Company’s Series A convertible preferred stock, and up to an additional $80 million in gross proceeds if all 80,000 Tranche A warrants are exercised, subject to the terms and conditions specified therein. Additional proceeds of $40 million may be received in connection with cash exercise of all 40,000 Tranche B warrants upon the achievement of a milestone event.

The net proceeds of this private placement will be used to finance the confirmatory Phase 3 trial of roluperidone, preparation and resubmission of its NDA, the readiness of the commercial launch of roluperidone in the U.S., if approved, and for working capital and general corporate purposes.

The process of drug development can be costly, and the timing and outcomes of clinical trials are 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 many 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, and the level of financial resources available. The Company can adjust its operating plan spending levels based on the timing of future clinical trials, which are predicated upon adequate funding to complete the trials. The Company routinely evaluates the status of its clinical development programs as well as potential strategic options.

Cybersecurity Risk Management, Strategy, and Governance	12 Months Ended
Cybersecurity Risk Management, Strategy, and Governance	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Risk management and strategy We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, patient data, and data related to our clinical trials (“Information Systems and Data”). The Company’s information security function and third-party service providers help identify, assess and manage the Company’s cybersecurity threats and risks, including through the use of the Company’s risk assessment process. The Company’s information security function and third-party service providers identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and risk profile using various methods including, for example: • automated tools; • subscribing to reports and services that identify cybersecurity threats; • analyzing reports of threats and actors; • conducting scans of the threat environment; • evaluating our and our industry’s risk profile; • evaluating threats reported to us; • conducting audits; • conducting threat assessments for internal and external threats; • conducting vulnerability assessments to identify vulnerabilities; and • using external intelligence feeds. Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: • our incident response plan; • incident detection and response processes; • a disaster recovery/business continuity plan; • a security operations center (SOC); • encryption of certain data; • network security controls; • access controls; • asset management, tracking and disposal; • systems monitoring; • cybersecurity awareness training; • penetration testing; • cybersecurity insurance; and • outsourced cybersecurity staff. Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, the Company’s information security function works with management, including our Chief Operating Officer (“COO”) to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business. We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example: • our external IT service provider; • professional services firms, including legal counsel; • cybersecurity consultants; • managed cybersecurity service providers; and • penetration testing firms. We use third-party service providers to perform a variety of functions throughout our business, such as application providers, contract research organizations and contract manufacturing organizations. As part of our vendor security due diligence and to manage cybersecurity risks associated with our use of certain vendors, we perform risk assessments on vendors and may include cybersecurity obligations in our contracts with them. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor due diligence involves different levels of assessment designed to help identify cybersecurity risks associated with a provider. For example, we may impose contractual obligations related to cybersecurity on the provider. For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including: • If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences. Governance Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our COO. The COO is responsible for managing our information security function and overseeing our third-party information technology service providers. The COO is also responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, and approving budgets. Our outsourced Chief Information Security Officer who has over 20 years in executive-level IT and cybersecurity roles, is responsible for developing and implementing our technology environment and cybersecurity framework, helping the Company prepare for cybersecurity incidents, approving and implementing certain cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the COO and Chief Financial Officer (“CFO”). The COO and CFO work with the other members of the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company will report to the audit committee of the board of directors for certain cybersecurity incidents. The audit committee receives periodic updates from the CFO and finance department concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also receives various updates, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our COO.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our COO.
Cybersecurity Risk Role of Management [Text Block]	The COO is responsible for managing our information security function and overseeing our third-party information technology service providers. The COO is also responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, and approving budgets. Our outsourced Chief Information Security Officer who has over 20 years in executive-level IT and cybersecurity roles, is responsible for developing and implementing our technology environment and cybersecurity framework, helping the Company prepare for cybersecurity incidents, approving and implementing certain cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the COO and Chief Financial Officer (“CFO”). The COO and CFO work with the other members of the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company will report to the audit committee of the board of directors for certain cybersecurity incidents. The audit committee receives periodic updates from the CFO and finance department concerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also receives various updates, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The COO is also responsible for helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, and approving budgets.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our outsourced Chief Information Security Officer who has over 20 years in executive-level IT and cybersecurity roles, is responsible for developing and implementing our technology environment and cybersecurity framework, helping the Company prepare for cybersecurity incidents, approving and implementing certain cybersecurity processes, and reviewing security assessments and other security-related reports.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the COO and Chief Financial Officer (“CFO”). The COO and CFO work with the other members of the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company will report to the audit committee of the board of directors for certain cybersecurity incidents.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net (loss) income	$ (293,423,177)	$ 1,438,865
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	5,442	5,442
Amortization of capitalized software		17,027
Stock-based compensation expense	1,327,372	1,325,525
Loss on issuance of convertible preferred stock and warrants	321,499,041
Warrant issuance cost	3,102,649
Changes in fair value of the warrant liability	(45,389,916)
Non-cash interest expense associated with the sale of future royalties		4,562,223
Remeasurement of liability related to sale of future royalties		(26,579,046)
Changes in operating assets and liabilities
Prepaid expenses and other current assets	109,219	182,970
Accounts payable	(1,059,012)	(197,476)
Accrued expenses and other current liabilities	317,446	(306,097)
Net cash used in operating activities	(13,510,936)	(19,550,567)
Cash flows from investing activities:
Net cash provided by investing activities	0	0
Cash flows from financing activities:
Proceeds from sales of common stock and warrants in private placement	80,000,000
Costs paid in connection with private placement	(5,393,311)
Payment of deferred offering costs	(155,948)
Net cash provided by (used in) financing activities	74,450,741
Net increase (decrease) in cash, cash equivalents and restricted cash	60,939,805	(19,550,567)
Cash, cash equivalents, and restricted cash
Beginning of period	21,462,008	41,012,575
End of period	82,401,813	21,462,008
Reconciliation of the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	82,301,813	21,362,008
Restricted cash	100,000	100,000
Total cash, cash equivalents, and restricted cash	82,401,813	$ 21,462,008
Supplemental disclosure of non-cash financing activities
Initial recognition of warrant liability at fair value	216,854,491
Deferred issuance costs included in accounts payable and accrued expenses	$ 195,195

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	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	250,000,000	125,000,000
Common stock, shares issued	43,274,398	6,993,406
Common stock, shares outstanding	43,274,398	6,993,406
Series A Preferred Stock [Member]
Par value	$ 0.0001	$ 0.0001
Shares authorized	200,000	0
Shares issued	3,296	0
Shares outstanding	3,296	0
Series A Convertible Preferred Stock
Shares outstanding	3,296
Liquidation preference	$ 0

Stock Award Plan and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [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, 2025 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, 2025		1,487,234		$	8.34		8.3	$	46

Granted		6,774,004		$	3.98
Exercised		—		$	—
Cancelled/Forfeited		(80,542	)	$	5.44
Expired		(7,187	)	$	42.82
Outstanding December 31, 2025		8,173,509		$	4.73		9.5	$	1,270
Exercisable December 31, 2025		869,908		$	11.09		6.7	$	415
Available for future grant		5,856,800

Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock 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, 2025 and 2024, the Company utilized the following assumptions:


	Year Ended December 31,
	2025	2024
Expected term (years)	5.45 - 6.26	5.50 - 6.25
Risk free interest rate	3.76% - 3.85%	4.08% - 4.10%
Volatility	128% - 133%	121% - 126%
Dividend yield	0%	0%
Weighted-average fair value of options granted during the period	$3.63	$1.88

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,
	2025		2024
Research and development	$	407,226	$	450,537
General and administrative		920,146		874,988
Total	$	1,327,372	$	1,325,525

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

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Computation of Basic and Diluted (Loss) Income Per Share

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


	Year Ended December 31,
	2025			2024
Net (loss) income	$	(293,423,177	)	$	1,438,865

Weighted average shares of common stock outstanding - basic		8,463,581			7,568,981
Dilutive effect		—			4,782
Weighted average shares of common stock outstanding - diluted		8,463,581			7,573,763

Net (loss) income per ordinary share:
Basic	$	(34.67	)	$	0.19
Diluted	$	(34.67	)	$	0.19

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


	Year Ended December 31,
	2025		2024
Common stock options		8,173,509		1,440,002
Performance-based restricted stock units		217,495		228,209
Common stock warrants		—		5,099
Series A preferred stock (1)		1,559,008		—
Series A preferred stock warrants(2)		56,760,000		—

(1)

(2)

Stock Award Plan and Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [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. As of December 31, 2025, the total shares authorized for issuance under the Plan were 14,578,917.

Stock Option Awards

Stock option activity for employees and non-employees for the year ended December 31, 2025 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, 2025		1,487,234		$	8.34		8.3	$	46

Granted		6,774,004		$	3.98
Exercised		—		$	—
Cancelled/Forfeited		(80,542	)	$	5.44
Expired		(7,187	)	$	42.82
Outstanding December 31, 2025		8,173,509		$	4.73		9.5	$	1,270
Exercisable December 31, 2025		869,908		$	11.09		6.7	$	415
Available for future grant		5,856,800

The weighted average grant-date fair value of stock options outstanding on December 31, 2025 and 2024 was $4.07 per share and $6.17 per share, respectively. Total unrecognized compensation costs related to non-vested stock options at December 31, 2025 were approximately $25.0 million and are expected to be recognized within future operating results over a weighted-average period of 3.7 years. Generally, stock options are granted using exercise prices equal to the market price at the date of grant, vest over four years for employees and one year for directors, and are exercisable over a maximum period of 10 years from their grant dates.

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 volatility of the Company and volatilities for industry peer companies. 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 the purposes of estimating the fair value of the options.


	Year Ended December 31,
	2025	2024
Expected term (years)	5.45 - 6.26	5.50 - 6.25
Risk free interest rate	3.76% - 3.85%	4.08% - 4.10%
Volatility	128% - 133%	121% - 126%
Dividend yield	0%	0%
Weighted-average fair value of options granted during the period	$3.63	$1.88

Performance-Based Restricted Stock Units

On August 6, 2021, options to purchase 953,980 shares of the Company’s common stock were exchanged for 476,640 PRSUs. Options surrendered in the one-time stock option exchange program (the “Exchange Program”) were cancelled and shares subject to the cancelled options again became available for issuance under the Plan. The Exchange Program was treated as a Type II modification (Probable-to improbable) under ASC 718.

The Company used the pre-modification stock options for determining the compensation cost related to the PRSUs as the vesting conditions remain uncertain for the outstanding PRSUs. All expense related to the non-vested pre-modification stock options was fully recognized as of December 31, 2023.

On April 28, 2023, the Compensation Committee of the Company’s board of directors certified the achievement of a performance condition occurring upon FDA acceptance of the NDA for roluperidone. As a result, 50% of the shares of common stock underlying the Company’s PRSUs vested and the Company recognized approximately $0.2 million in non-cash compensation expense, representing 50% of the incremental cost of the PRSUs granted under the Exchange Program. The 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. The remaining PRSUs vest upon roluperidone receiving FDA marketing approval, provided that such approval occurs within five years after the August 6, 2021 grant date. As of December 31, 2025, 228,213 PRSUs have vested, 30,932 have been cancelled, and 217,495 remain outstanding.

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


	Year Ended December 31,
	2025		2024
Research and development	$	407,226	$	450,537
General and administrative		920,146		874,988
Total	$	1,327,372	$	1,325,525

Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2025

Warrants and Rights Note Disclosure [Abstract]

Summary of Valuation Inputs

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at December 31, 2025:


	Year Ended 12/31/2025
	Tranche A Warrants			Tranche B Warrants
Scenario 1: Milestone Successfully Achieved
Discount rate		3.52	%		3.52	%
Time period between valuation date and Milestone Event		2.00			2.00
Risk-neutral probability of Milestone Event achievement		49.00	%		49.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	1,360.60		$	1,500.60
Scenario 2: Milestone Not Achieved
Discount rate		3.52	%		3.52	%
Time period between valuation date and Milestone Event		2.00			2.00
Risk-neutral probability of Milestone Event achievement		51.00	%		51.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	21.60		$	21.60
Fair Value of Series A Warrants	$	1,382.20		$	1,522.20

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at October 23, 2025, the issuance date:


	At Issuance
	Tranche A Warrants			Tranche B Warrants
Scenario 1: Milestone Successfully Achieved
Discount rate		3.53	%		3.53	%
Time period between valuation date and Milestone Event		2.19			2.19
Risk-neutral probability of Milestone Event achievement		49.00	%		49.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	1,745.40		$	1,854.50
Scenario 2: Milestone Not Achieved
Discount rate		3.53	%		3.53	%
Time period between valuation date and Milestone Event		2.19			2.19
Risk-neutral probability of Milestone Event achievement		51.00	%		51.00	%
Probability-weighted present value of the Series A Preferred Warrants	$	25.30		$	25.30
Fair Value of Series A Warrants	$	1,770.70		$	1,879.90

The table below summarizes the valuation inputs used in the Black-Scholes Option Pricing Model for the Warrants at December 31, 2025 and October 23, 2025, the issuance date:


	Year Ended,
	December 31, 2025			At Issuance
Term to expiration		1.81			1.81
Risk-free interest rate		3.51	%		3.55	%
Volatility		117.50	%		110.00	%
Dividend yield		0.00	%		0.00	%

Summary of Warrant Liability Fair Value Estimates and Changes in Level 3 Fair Value Measurements

The following table provides a summary of the Company’s warrant liability fair value estimates as of December 31, 2025, and the changes in Level 3 fair value measurements during the year ended December 31, 2025:


	Year Ended December 31, 2025
Fair value, January 1, 2025	$	—
Issuance of warrants (October 23, 2025)		216,854,491
Change in fair value of warrants		(45,389,916	)
Fair value, December 31, 2025	$	171,464,575

Consolidated Statements of Redeemable Preferred Stock and Stockholders' Deficit - USD ($)	Total	Convertible Series A Preferred Stock	Series A Preferred Stock	Common Stock	Preferred Stock Convertible Series A Preferred Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2023	$ (28,457,490)			$ 699		$ 368,357,239	$ (396,815,428)
Balance (in shares) at Dec. 31, 2023				6,993,406
Stock-based compensation	1,325,525					1,325,525
Net (loss) income	1,438,865						1,438,865
Balance at Dec. 31, 2024	$ (25,693,100)			$ 699		369,682,764	(395,376,563)
Balance (in shares) at Dec. 31, 2024	6,993,406			6,993,406
Balance (in shares) at Dec. 31, 2024			0
Stock-based compensation	$ 1,327,372					1,327,372
Issuance of Series A Preferred Stock under private placement offering, net of issuance costs					$ 182,002,745
Issuance of Series A Preferred Stock under private placement offering, net of issuance costs (in shares)					80,000
Conversion of Series A Preferred Stock into common shares		$ (177,040,823)
Conversion of Series A Preferred Stock into common shares (in shares)		(76,704)
Conversion of Series A Preferred Stock into common shares	177,040,823			$ 3,628		177,037,195
Conversion of Series A Preferred Stock into common shares (in shares)				36,280,992
Net (loss) income	(293,423,177)						(293,423,177)
Balance at Dec. 31, 2025	$ (140,748,082)			$ 4,327		$ 548,047,331	$ (688,799,740)
Balance at Dec. 31, 2025		$ 4,961,922
Balance (in shares) at Dec. 31, 2025	43,274,398			43,274,398
Balance (in shares) at Dec. 31, 2025		3,296	3,296

SIGNIFICANT ACCOUNTING POLICIES - Summarizes of Reportable Segment's Financial Information (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Segment Reporting Information [Line Items]

Research and development expenses

$ 5,759,473

$ 11,898,595

General and administrative expenses

9,343,497

9,949,791

Total expenses

15,102,970

21,848,386

Loss from operations

(15,102,970)

(21,848,386)

Reconciling items:

Foreign exchange losses

(56,555)

(1,926)

Investment income

948,122

1,272,354

Non-cash interest expense for the sale of future royalties

(4,562,223)

Other income

26,579,046

Loss on issuance of convertible preferred stock and warrants

(321,499,041)

Warrant issuance cost

(3,102,649)

Changes in fair value of the warrant liability

45,389,916

Net (loss) income

(293,423,177)

1,438,865

Operating Segments

Segment Reporting Information [Line Items]

Total

6,532,991

10,245,652

Other segment expense, net

^[1]

8,569,979

11,602,734

Total expenses

15,102,970

21,848,386

Loss from operations

(15,102,970)

(21,848,386)

Reconciling items:

Foreign exchange losses

(56,555)

(1,926)

Investment income

948,122

1,272,354

Non-cash interest expense for the sale of future royalties

(4,562,223)

Other income

26,579,046

Loss on issuance of convertible preferred stock and warrants

(321,499,041)

Warrant issuance cost

(3,102,649)

Changes in fair value of the warrant liability

45,389,916

Net (loss) income

(293,423,177)

1,438,865

Operating Segments | Staff Related Expenses

Segment Reporting Information [Line Items]

Research and development expenses

^[2]

1,502,271

2,246,565

General and administrative expenses

^[2]

3,631,370

3,374,711

Operating Segments | Drug Product Material Expenses and Associated Costs

Segment Reporting Information [Line Items]

Research and development expenses

^[3]

71,978

3,298,851

Operating Segments | Stock Compensation Expenses (Non-cash)

Segment Reporting Information [Line Items]

Research and development expenses

407,226

450,537

General and administrative expenses

$ 920,146

$ 874,988

[1]	Insurance, consultant, audit, legal, C18 trial costs, and C19 trial preparation costs are included in other segment expense, net.
[2]	Salary, bonus, and fringe benefits are included in staff related expenses.
[3]	Costs associated with the Company’s drug substance validation campaign are included in drug product material expenses.

Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transactions

NOTE 11 — RELATED PARTY TRANSACTIONS

Consulting Agreement with Dr. Inderjit Kaul

On November 14, 2025, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. Inderjit Kaul, one of its directors. Pursuant to the Consulting Agreement, Dr. Kaul will, among other things, assist with the Company’s clinical trial workstreams and other related services upon request of its Chief Executive Officer. Pursuant to the terms and conditions of the Consulting Agreement, Dr. Kaul will provide services for approximately 25 to 30 hours per month at a rate of $450 per hour during a six-month initial term, with the option to renew for additional six-month periods unless terminated earlier by either party with 30 days’ notice. Immediate termination by the Company is permitted for material breach. The termination of the Consulting Agreement will not automatically affect Dr. Kaul’s board service or his eligibility (if any as of the time of such termination) to receive compensation for his board services pursuant to the Company’s Amended Director Compensation Plan as in effect from time to time.

Additionally, under the Consulting Agreement, the Company agreed to grant Dr. Kaul an option to purchase a number of shares of its common stock representing (when added to the number of shares of its common stock subject to any equity awards granted to Dr. Kaul pursuant to the Amended Director Compensation Plan as in effect from time to time) 0.7% of the Share Total (as defined in the Consulting Agreement) as of the date of grant (the “Consultant Option”). Twenty-five percent (25%) of the Consultant Option shall vest after the completion of one year of continuous service; an additional forty-five percent (45%) of the Consultant Option shall vest on the tenth day following the date of the Company’s public announcement that it has achieved, on a statistically significant basis, the primary endpoint of its Phase 3 confirmatory trial of roluperidone in schizophrenia at the 12-week timepoint; and the remaining thirty percent (30%) of the Consultant Option shall vest on the tenth day following the date of the Company’s public announcement of its safety data from the 40-week relapse assessment phase; provided, however, in each case, that Dr. Kaul is providing services pursuant to the Consulting Agreement on each such vesting date. Pursuant to the Consulting Agreement, the Company granted a Consultant Option to Dr. Kaul comprising of 364,504 shares on December 22, 2025. Additionally, during the period Dr. Kaul is providing services under the Consulting Agreement, the Company agreed to use reasonable efforts to grant him, on no greater than a quarterly basis, top up options (if any) to enable him to hold 0.7% of the Share Total (as adjusted for certain events) as of the applicable date of grant (when added to the number of shares of our common stock subject to any equity awards granted to Dr. Kaul pursuant to the Amended Director Compensation Plan and prior awards granted to him pursuant to the Consulting Agreement).

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details