Minerva Neurosciences, Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-205182
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001193125-26-339171
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 79 previous paragraphs and 83 current paragraphs.
44 unchanged; 26 reworded; 7 added; 6 removed; 3 previous and 6 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Foreign Exchange Losses
Current report
Foreign exchange losses were $16 thousand and $29 thousand for the six months ended June 30, 2026 and 2025, respectively, a decrease of $13 thousand, primarily due to currency movements.
Current report
Investment income was $1.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately $0.9 million, primarily due to higher cash equivalents and marketable securities balances.
Current report
At-the-Market Equity Offering Program
Current report
On May 27, 2026, we entered into a Sales Agreement (the “Agreement”) with Leerink Partners LLC (the “Agent”) with respect to an “at-the market” offering program, pursuant to which we may issue and sell, from time to time, shares of our common stock, par value $0.0001 per share. The issuance and sale, if any, of shares of our common stock under the Agreement will be effected pursuant to our registration statement on Form S-3 (File No. 333-294203), which became effective on March 19, 2026, and the related prospectus supplement dated May 27, 2026 (the “Prospectus Supplement”), in each case filed with the U.S. Securities and Exchange Commission (the “SEC”). In accordance with the terms of the Agreement, under the Prospectus Supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $75.0 million from time to time through the Agent (such program, the “ATM Offering”). No shares of common stock were sold in any ATM Offering during the three or six months ended June 30, 2026, and no proceeds have been received from the program.
Current report
During the six months ended June 30, 2026, an aggregate of 10,600 Preferred Tranche A Warrants were exercised at an exercise price of $1,000 per share, resulting in total proceeds of $10,600,000 to us. Upon exercise, 10,600 shares of Series A Preferred Stock were issued. Of these, 8,357 shares were immediately converted into an aggregate of 3,952,861 shares of our common stock, and the remaining 2,243 shares of Series A Preferred Stock remained outstanding.
Current report
No Preferred Tranche A Warrants were exercised during the three or six months ended June 30, 2025.
Removed paragraphs (6)
Previous report
Research and Development Expenses
Previous report
General and Administrative Expenses
Previous report
Investment Income
Previous report
Research and Development Expenses
Previous report
General and Administrative Expenses
Previous report
Investment Income
Reworded paragraphs (26)
Previous wording
Consistent with the previous Phase 2b (C03) and Phase 3 (C07) clinical trials of roluperidone, the new Phase 3 confirmatory trial, which we refer 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. We 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.
Current wording
In connection with our interactions with the FDA subsequent to the CRL, the FDA 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. The FDA also 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 or antipsychotics. We informed the FDA that best efforts will be made to secure 25-30% of patients from the United States, subject to competitive recruitment.
Previous wording
On March 31, 2026, we announced that the first patient had been screened in the C19 trial. 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. We currently expect topline efficacy results in the second half of 2027 and relapse assessment data in the second half of 2028.
Current wording
The primary efficacy endpoint of the C19 trial 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 52-week relapse assessment phase, during which patients will crossover to receive either a daily 64 mg dose of roluperidone or antipsychotics. On March 31, 2026, we announced that the first patient had been screened in the C19 trial. We currently expect topline efficacy results in the second half of 2027 and relapse assessment data in the second half of 2028.
Previous wording
In addition, we 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 our collaboration with Janssen, we were 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, we sold our 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 our knowledge, Janssen is currently recruiting patients under a Phase 3 trial with seltorexant.
Current wording
In addition, we 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 our collaboration with Janssen, we were 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, we sold our 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 our knowledge, Janssen is currently conducting two Phase 3 trials with seltorexant.
Previous wording
We have not received any regulatory approvals to commercialize any of our product candidates, and we have not generated any revenue from the sales or license of our product candidates. We routinely evaluate the status of our drug development programs as well as potential strategic options. We have incurred significant operating losses since inception and expect to continue to incur net losses and negative cash flows from operating activities for the foreseeable future. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $814.2 million and $688.8 million, respectively. For the three months ended March 31, 2026 and 2025, we recorded net loss of $125.4 million and $3.8 million, respectively. We expect our clinical and administrative costs will increase as we begin to incur clinical trial costs and hire additional support staff to support the Phase 3 trial of roluperidone.
Current wording
We have not received any regulatory approvals to commercialize any of our product candidates, and we have not generated any revenue from the sales or license of our product candidates. We routinely evaluate the status of our drug development programs as well as potential strategic options. We have incurred significant operating losses since inception and expect to continue to incur net losses and negative cash flows from operating activities for the foreseeable future. As of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $796.7 million and $688.8 million, respectively. For the six months ended June 30, 2026 and 2025, we recorded net loss of $107.9 million and $7.0 million, respectively. We expect our clinical and administrative costs will increase as we begin to incur clinical trial costs and hire additional support staff to support the Phase 3 trial of roluperidone.
Previous wording
Changes in fair value of the warrant liability consist of the gain (loss) associated with the adjustment to the carrying amount of the warranty liability.
Current wording
Changes in fair value of the warrant liability consist of the gain (loss) associated with the adjustment to the carrying amount of the warrant liability.
Previous wording
Research and development expenses were $5.3 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately $3.9 million. The increase in research and development expenses was primarily due to expenses related to the initiation of the C19 trial as well as higher compensation costs. Non-cash stock compensation costs included in research and development expenses were $0.7 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Research and development expenses were $7.2 million and $1.3 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately $5.9 million. The increase in research and development expenses was primarily due to expenses related to the C19 trial as well as higher compensation costs. Non-cash stock compensation costs included in research and development expenses were $1.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Foreign exchange losses were $2 thousand and $8 thousand for the three months ended March 31, 2026 and 2025, respectively, a decrease of $6 thousand, primarily due to currency movements.
Current wording
Foreign exchange losses were $14 thousand and $21 thousand for the three months ended June 30, 2026 and 2025, respectively, a decrease of $7 thousand, primarily due to currency movements.
Previous wording
Investment income was $0.6 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately $0.4 million, primarily due to cash equivalents and marketable securities balances and interest rates.
Current wording
Investment income was $0.6 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately $0.5 million, primarily due to higher cash equivalents and marketable securities balances.
Previous wording
General and administrative expenses were $11.4 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately $8.9 million. The increase in general and administrative expenses was primarily due to costs related to Mr. Race’s settlement agreement, which included a $6.6 million one-time, non-cash charge related to the modification of the terms of previously granted stock options, as well as higher professional service fees and compensation costs. Non-cash stock compensation costs included in general and administrative expenses were $8.0 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
General and administrative expenses were $14.9 million and $4.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately $10.3 million. The increase in general and administrative expenses was primarily due to higher professional service fees as well as costs related to a severance agreement in the first quarter, which included a $6.6 million one-time, non-cash charge for the modification of the terms of previously granted stock options. Non-cash stock compensation costs included in general and administrative expenses were $9.2 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
Changes in fair value of the warrant liability were a loss of $109.4 million and zero for the three months ended March 31, 2026 and 2025, respectively, a decrease of $109.4 million. The loss on the change in fair value of the warrant liability is related to the warrants issued in conjunction with the October 2025 private placement. The fair value of the non-cash warrant liability at March 31, 2026 was $278.6 million. Accordingly, we recognized a non-cash loss of $109.4 million for the three-month period ended March 31, 2026, reflecting both the increase in fair value of the warrant liability and losses recognized upon the exercise of warrants during 2026. This non-cash loss was recorded within other income (expense) in the statement of operations.
Current wording
Changes in fair value of the warrant liability were a loss of $81.8 million and zero for the six months ended June 30, 2026 and 2025, respectively, a decrease of $81.8 million. The loss on the change in fair value of the warrant liability is related to the warrants issued in conjunction with the October 2025 private placement. The fair value of the non-cash warrant liability at June 30, 2026 was $232.7 million. Accordingly, we recognized a non-cash loss of $81.8 million for the six-month period ended June 30, 2026, reflecting both the increase in fair value of the warrant liability and losses recognized upon the exercise of warrants during 2026. This non-cash loss was recorded within other income (expense) in the statement of operations.
Previous wording
Non-GAAP total liabilities is defined as GAAP total liabilities, excluding warrant liability and liability related to the sale of future royalties. Reconciliations of reported GAAP total liabilities to non-GAAP total liabilities for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
Current wording
Non-GAAP total liabilities is defined as GAAP total liabilities, excluding warrant liability and liability related to the sale of future royalties. Reconciliations of reported GAAP total liabilities to non-GAAP total liabilities as of June 30, 2026 and December 31, 2025 were as follows (in thousands):
Previous wording
Non-GAAP adjusted net loss is defined as GAAP net loss, adjusted to exclude non-cash items related to: (i) stock-based compensation expense and (ii) changes in fair value of the warrant liability. Non-GAAP adjusted net loss per share, basic and diluted, is defined as GAAP net loss per share, basic and diluted, adjusted to exclude non-cash items related to: (i) stock-based compensation expense and (ii) changes in fair value of the warrant liability. Reconciliations of reported GAAP net loss to non-GAAP adjusted net loss, and reported GAAP net loss per share, basic and diluted, to non-GAAP adjusted net loss per share, basic and diluted, for the three months ended March 31, 2026 and 2025 were as follows (in thousands, except share and per share amounts):
Current wording
Non-GAAP adjusted net income (loss) is defined as GAAP net income (loss), adjusted to exclude non-cash items related to: (i) stock-based compensation expense and (ii) changes in fair value of the warrant liability. Reconciliations of reported GAAP net income (loss) to non-GAAP adjusted net income (loss) for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Previous wording
As of March 31, 2026, we had an accumulated deficit of approximately $814.2 million. We anticipate that we will continue to incur net losses for the foreseeable future as we continue the development and potential commercialization of our product candidates and to support our operations as a public company. We have no products approved for commercial sale and have not generated any revenue from product sales to date, and we may never generate product revenue or achieve profitability. As of March 31, 2026, we had approximately $78.2 million in cash, cash equivalents, marketable securities and restricted cash, which we believe will be sufficient to meet our operating commitments for the next 12 months from the date our interim condensed financial statements are issued. Our cash requirements primarily relate to expenditures to support the development of roluperidone, which includes advancing the program through the regulatory process.
Current wording
As of June 30, 2026, we had an accumulated deficit of approximately $796.7 million. We anticipate that we will continue to incur net losses for the foreseeable future as we continue the development and potential commercialization of our product candidates and to support our operations as a public company. We have no products approved for commercial sale and have not generated any revenue from product sales to date, and we may never generate product revenue or achieve profitability. As of June 30, 2026, we had approximately $75.4 million in cash, cash equivalents, marketable securities and restricted cash, which we believe will be sufficient to meet our operating commitments for the next 12 months from the date our interim condensed financial statements are issued. Our cash requirements primarily relate to expenditures to support the development of roluperidone, which includes advancing the program through the regulatory process.
Previous wording
On October 21, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors, pursuant to which we 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 we received aggregate gross proceeds of $80.0 million, before deducting placement agent fees, financial advisor fees, and other offering expenses. We incurred approximately $5.7 million in offering costs, including deferred issuance costs included within accounts payable as of March 31, 2026, resulting in net proceeds of approximately $74.3 million. $3.1 million of the offering costs were allocated to the Preferred Warrants, which are classified as liabilities, and expensed as incurred. $2.6 million of the offering costs attributable to the issuance of Series A Preferred Stock were recorded as a reduction of the carrying value of the Preferred Stock. On the Closing Date, we 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 our common stock on the Closing Date. For further discussion regarding the warrant liability and related valuation assumptions, please refer to Note 7, Warrant Liability, to our condensed consolidated financial statements appearing elsewhere in this Form 10-Q.
Current wording
On October 21, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors, pursuant to which we 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 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 we received aggregate gross proceeds of $80.0 million, before deducting placement agent fees, financial advisor fees, and other offering expenses. We incurred approximately $5.7 million in offering costs, resulting in net proceeds of approximately $74.3 million. $3.1 million of the offering costs were allocated to the Preferred Warrants, which are classified as liabilities, and expensed as incurred. $2.6 million of the offering costs attributable to the issuance of Series A Preferred Stock were recorded as a reduction of the carrying value of the Preferred Stock. On the Closing Date, we 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 our common stock on the Closing Date. For further discussion regarding the warrant liability and related valuation assumptions, please refer to Note 7, Warrant Liability, to our condensed consolidated financial statements appearing elsewhere in this Form 10-Q.
Previous wording
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, we 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”). As of March 31, 2026, 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. 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 our outstanding shares of common stock as of the applicable conversion date. By written notice to us, 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 us.
Current wording
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, we 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”). As of June 30, 2026, an aggregate of 3,296 shares of Series A Preferred Stock remain outstanding after the automatic conversion in December 2025, 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 our outstanding shares of common stock as of the applicable conversion date. By written notice to us, 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 us.
Previous wording
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 our public announcement that we have achieved, on a statistically significant basis, the primary endpoint of our Phase 3 confirmatory trial of roluperidone in schizophrenia at the 12-week timepoint (the “Milestone Event”). As of March 31, 2026, an aggregate of 78,800 Preferred Tranche A Warrants remaining outstanding.
Current wording
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 our public announcement that we have achieved, on a statistically significant basis, the primary endpoint of our Phase 3 confirmatory trial of roluperidone in schizophrenia at the 12-week timepoint (the “Milestone Event”). As of June 30, 2026, an aggregate of 69,400 Preferred Tranche A Warrants remaining outstanding.
Previous wording
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 our 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.
Current wording
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 our 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 purchased on the Closing Date or shares of common stock received upon conversion of the Series A Preferred Stock purchased on the Closing Date, in either case before the Exercisability Date (as defined therein), except to affiliates for no consideration.
Previous wording
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 our 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 us, 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
Current wording
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 our 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 us, 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.
Previous wording
In March 2026, 1,200 Preferred Tranche A Warrants were exercised at an exercise price of $1,000 per share, resulting in total proceeds of $1,200,000 to us. The warrants were converted into Series A Preferred Stock, which were immediately converted into 567,600 shares of our common stock. Following these exercises, 78,800 Preferred Tranche A Warrants remain outstanding.
Current wording
During the three months ended June 30, 2026, an aggregate of 9,400 Preferred Tranche A Warrants were exercised at an exercise price of $1,000 per share, resulting in total proceeds of $9,400,000 to us. Upon exercise, 9,400 shares of Series A Preferred Stock were issued. Of these, 7,157 shares were immediately converted into an aggregate of 3,385,261 shares of our common stock, and the remaining 2,243 shares of Series A Preferred Stock remained outstanding.
Previous wording
Net cash used in operating activities of approximately $5.4 million during the three months ended March 31, 2026 was primarily due to our net loss of $125.4 million, partially offset by a $109.4 million increase in fair value of the warranty liability, stock-based compensation expense of $8.7 million, a $1.5 million increase in accounts payable, and a $0.8 million increase in accrued expenses.
Current wording
Net cash used in operating activities of approximately $18.8 million during the six months ended June 30, 2026 was primarily due to our net loss of $107.9 million and a $3.6 million increase in prepaid expenses, partially offset by a $81.8 million increase in fair value of the warrant liability, and a stock-based compensation expense of $11.0 million.
Previous wording
Net cash used in operating activities of approximately $4.1 million during the three months ended March 31, 2025 was primarily due to our net loss of $3.8 million, and a $1.0 million decrease in accounts payable, partially offset by stock-based compensation expense of $0.3 million, a $0.3 million decrease in prepaid expenses, and a $0.1 million increase in accrued expenses.
Current wording
Net cash used in operating activities of approximately $6.1 million during the six months ended June 30, 2025 was primarily due to our net loss of $7.0 million and a $0.7 million decrease in accounts payable, partially offset by stock-based compensation expense of $0.6 million, a $0.6 million decrease in prepaid expenses, and a $0.4 million increase in accrued expenses.
Previous wording
Net cash used in investing activities of approximately $45.3 million during the three months ended March 31, 2026 was primarily due to the purchase of marketable securities.
Current wording
Net cash used in investing activities of approximately $50.1 million during the six months ended June 30, 2026 was primarily due to the purchase of marketable securities of $55.1 million, partially offset by the maturity and redemption of marketable securities of $5.0 million.
Previous wording
Net cash used in investing activities was zero during the three months ended March 31, 2025.
Current wording
Net cash used in investing activities was zero during the six months ended June 30, 2025.
Previous wording
Net cash provided by financing activities of approximately $1.1 million during the three months ended March 31, 2026 was primarily due to the proceeds from the exercise of Preferred Tranche A Warrants.
Current wording
Net cash provided by financing activities of approximately $11.3 million during the six months ended June 30, 2026 was primarily due to the proceeds from the exercise of Preferred Tranche A Warrants.
Previous wording
Net cash provided by financing activities was zero during the three months ended March 31, 2025.
Current wording
Net cash provided by financing activities was zero during the six months ended June 30, 2025.
Previous wording
In our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our most critical accounting policies and estimates upon which our financial status depends were identified as those relating to research and development costs; goodwill; and the liability related to the sale of future royalties. We reviewed our policies and determined that those policies were our most critical accounting policies for the three months ended March 31, 2026.
Current wording
In our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our most critical accounting policies and estimates upon which our financial status depends were identified as those relating to research and development costs; goodwill; and the liability related to the sale of future royalties. We reviewed our policies and determined that those policies were our most critical accounting policies for the six months ended June 30, 2026.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
We submitted the protocol for the new Phase 3 confirmatory trial, which we refer to as the C19 trial, to the FDA on December 3, 2025. Consistent with the previous Phase 2b (C03) and Phase 3 (C07) clinical trials of roluperidone, 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 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.
Current report — wording carried from elsewhere
General and administrative expenses were $3.5 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately $1.4 million. The increase in general and administrative expenses was primarily due to higher professional service fees and compensation costs. Non-cash stock compensation costs included in general and administrative expenses were $1.3 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively.
Current report — wording carried from elsewhere
Changes in fair value of the warrant liability were a gain of $27.6 million and zero for the three months ended June 30, 2026 and 2025, respectively, an increase of $27.6 million. The gain on the change in fair value of the warrant liability is related to the warrants issued in conjunction with the October 2025 private placement. The fair value of the non-cash warrant liability at June 30, 2026 was $232.7 million. Accordingly, we recognized a non-cash gain of $27.6 million for the three-month period ended June 30, 2026, reflecting both the decrease in fair value of the warrant liability and losses recognized upon the exercise of warrants during 2026. This non-cash gain was recorded within other income (expense) in the statement of operations.
Current report — wording carried from elsewhere
Comparison of Six Months Ended June 30, 2026 versus June 30, 2025
Current report — wording carried from elsewhere
Research and development expenses were $12.4 million and $2.7 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately $9.7 million. The increase in research and development expenses was primarily due to expenses related to the C19 trial as well as higher compensation costs. Non-cash stock compensation costs included in research and development expenses were $1.7 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively.
Current report — wording carried from elsewhere
During the six months ended June 30, 2026, an additional 2,243 shares of Series A Preferred Stock became outstanding upon the exercise of Preferred Tranche A Warrants, which are convertible into an aggregate of 1,060,939 shares of common stock, subject to the limitations on conversion set forth in the Certificate of Designation.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Changes in fair value of the warrant liability
Previous report — wording carried elsewhere
Changes in fair value of the warrant liability
Previous report — wording carried elsewhere
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.