Minerva Neurosciences Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)
Documents filed as part of Form 10-K.
(1)
Financial Statements
Consolidated Statements of Stockholders’ (Deficit) Equity for the Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(2)
Schedules
Schedules have been omitted as all required information has been disclosed in the financial statements and related footnotes.
(3)
Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
| ExhibitNo. · Description of Exhibit · Form · File No. · Exhibit · Filing Date · FiledHerewith | |||||
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | S-1/A | 333-195169 | 3.1 | June 10, 2014 |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-36517 | 3.1 | June 17, 2022 |
| 3.3 | Amended and Restated Bylaws of the Registrant | 10-Q | 001-36517 | 3.2 | November 4, 2019 |
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-195169 | 4.1 | June 10, 2014 |
| 4.2 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-36517 | 4.2 | March 8, 2023 |
| 10.1 | Share Purchase Agreement between the Registrant, Mind-NRG SA and Various Shareholders dated as of February 11, 2014 | S-1 | 333-195169 | 10.13 | April 9, 2014 |
| 10.2† | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | S-1/A | 333-195169 | 10.1 | June 10, 2014 |
| 10.3* | License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of August 30, 2007 | S-1/A | 333-195169 | 10.2 | June 10, 2014 |
| 10.4* | Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of June 16, 2011 | S-1/A | 333-195169 | 10.3 | June 10, 2014 |
| 10.5* | Second Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of January 20, 2014 | S-1/A | 333-195169 | 10.4 | June 10, 2014 |
| 10.6* | License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of September 1, 2008 | S-1/A | 333-195169 | 10.5 | June 10, 2014 |
| 10.7* | Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of January 20, 2014 | S-1/A | 333-195169 | 10.6 | June 10, 2014 |
| 10.8* | Co-Development and License Agreement between Janssen Pharmaceutica, N.V. and the Registrant, dated as of February 13, 2014 | S-1/A | 333-195169 | 10.7 | June 10, 2014 |
| 10.9 | Form of Securities Purchase Agreement between certain investors referenced therein and the Registrant, dated as of March 13, 2015 | 8-K | 001-36517 | 10.1 | March 18, 2015 |
| 10.10 | Form of Registration Rights Agreement between certain investors referenced therein and the Registrant, dated as of March 13, 2015 | 8-K | 001-36517 | 10.3 | March 18, 2015 |
| 10.11 | Second Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of April 21, 2015 | 10-Q | 001-36517 | 10.5 | May 7, 2015 |
| 10.12† | Amended and Restated Non-Employee Director Compensation Plan | 10-Q | 001-36517 | 10.1 | November 7, 2023 |
| 10.13 | Common Stock Purchase Agreement, dated March 17, 2016, by and between David Kupfer and the Registrant | 8-K | 001-36517 | 10.1 | March 18, 2016 |
| ExhibitNo. · Description of Exhibit · Form · File No. · Exhibit · Filing Date · FiledHerewith | |||||
|---|---|---|---|---|---|
| 10.14† | Employment Agreement, dated as of August 1, 2016, by and between Mind-NRG SARL and Dr. Remy Luthringer | 10-Q | 001-36517 | 10.1 | August 4, 2016 |
| 10.15† | Employment Agreement, dated as of August 1, 2016, by and between Mind-NRG SARL and Geoffrey Race | 10-Q | 001-36517 | 10.2 | August 4, 2016 |
| 10.16† | Employment Agreement, dated as of August 1, 2016, by and between the Registrant and Frederick Ahlholm | 10-Q | 001-36517 | 10.3 | August 4, 2016 |
| 10.17† | Form of Restricted Stock Unit Agreement under the Amended and Restated 2013 Equity Incentive Plan of the Registrant | 8-K | 001-36517 | 10.1 | December 16, 2016 |
| 10.18† | Form of Option Grant Agreement under the Amended and Restated 2013 Equity Incentive Plan | 10-K | 001-36517 | 10.36 | March 13, 2017 |
| 10.19 | Amendment No. 1 to Co-Development and License Agreement dated June 13, 2017, by and between the Registrant and Janssen Pharmaceutica NV | 8-K | 001-36517 | 10.1 | June 14, 2017 |
| 10.20* | Commercial Supply Agreement by and between the Registrant and Catalent Germany Schorndorf GmbH, dated September 18, 2019 | 10-Q | 001-36517 | 10.1 | November 4, 2019 |
| 10.21 | Open Market Sale Agreement, dated as of September 14, 2022, by and between the Registrant and Jefferies LLC | S-3 | 333-267424 | 1.2 | September 14, 2022 |
| 10.22 | Settlement Agreement, dated as of June 24, 2020, by and between the Registrant and Janssen Pharmaceutica, N.V. | 10-Q | 001-36517 | 10.2 | August 3, 2020 |
| 10.23† | Amended and Restated 2013 Equity Incentive Plan | 10-Q | 001-36517 | 10.2 | November 7, 2023 |
| 10.24* | Royalty Purchase Agreement, dated as of January 15, 2021, by and between the Registrant and RPI 2019 Intermediate Finance Trust (redacted) | 10-K | 001-36517 | 10.48 | March 8, 2021 |
| 10.25* | Remy Luthringer Supplemental Retention Benefits Letter Agreement (redacted) | 10-Q | 001-36517 | 10.1 | May 12, 2021 |
| 10.26 | First Amendment to the Employment Agreement of Geoff Race by and between Mind-NRG SARL and Geoff Race, effective October 11, 2021 | 8-K | 001-36517 | 10.1 | October 12, 2021 |
| 10.27 | Amended and Restated Employment Agreement by and between Minerva Neurosciences, Inc. and Frederick Ahlholm, effective October 11, 2021 | 8-K | 001-36517 | 10.2 | October 12, 2021 |
| 10.28 | First Amendment to the Employment Agreement of Remy Luthringer by and between Mind-NRG SARL and Remy Luthringer, effective December 13, 2022 | 8-K | 001-36517 | 10.1 | December 13, 2022 |
| 10.29 | Second Amendment to the Employment Agreement of Remy Luthringer by and between Mind-NRG SARL and Remy Luthringer, effective March 6, 2023 | 10-K | 001-36517 | 10.30 | March 8, 2023 |
| 10.30 | Securities Purchase Agreement, dated June 27, 2023, by and among Minerva Neurosciences, Inc. and the purchasers party thereto | 8-K | 001-36517 | 10.1 | June 28, 2023 |
| 21.1 | List of Subsidiaries | 10-K | 001-36517 | 21.1 | March 1, 2022 |
| ExhibitNo. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | FiledHerewith |
| 23.1 | Consent of Deloitte & Touche, LLP, independent registered public accounting firm | X | ||||
| 24.1 | Power of Attorney (included on the Signature page of this Annual Report on Form 10-K) | X | ||||
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1** | Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Incentive Compensation Recoupment Policy | X | ||||
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
† Indicates management contract or compensatory plan or arrangement.
- Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions of this document.
** These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.