Minerva Neurosciences Files Amended 10-K for Fiscal Year Ended Dec 31, 2023
Ticker: NERV · Form: 10-K/A · Filed: Apr 22, 2024 · CIK: 1598646
Sentiment: neutral
Topics: 10-K/A, Minerva Neurosciences, NERV, SEC Filing, Fiscal Year 2023
TL;DR
<b>Minerva Neurosciences filed an amended 10-K for FY2023, detailing its financial status and operations.</b>
AI Summary
Minerva Neurosciences, Inc. (NERV) filed a Amended Annual Report (10-K/A) with the SEC on April 22, 2024. Minerva Neurosciences, Inc. filed an amended 10-K report for the fiscal year ending December 31, 2023. The company's common stock trades on The Nasdaq Capital Market under the symbol NERV. Minerva Neurosciences is incorporated in Delaware and its principal executive offices are located in Burlington, MA. The filing is an amendment (No. 2) to the original 10-K filing. The company is not a well-known seasoned issuer and is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Why It Matters
For investors and stakeholders tracking Minerva Neurosciences, Inc., this filing contains several important signals. This amended filing provides updated information for the fiscal year 2023, which is crucial for investors to assess the company's current financial health and strategic direction. As a biopharmaceutical company, updates to its 10-K are important for understanding its progress in drug development and regulatory compliance, impacting its stock valuation.
Risk Assessment
Risk Level: low — Minerva Neurosciences, Inc. shows low risk based on this filing. The filing is an amendment, suggesting potential corrections or additions to previously reported information, but does not indicate new material adverse events.
Analyst Insight
Review the specific amendments in this 10-K/A filing to understand any changes to financial reporting or business disclosures for the fiscal year 2023.
Key Numbers
- 2023-12-31 — Fiscal Year End (Conformed Period of Report)
- 001-36517 — Commission File Number (SEC File Number)
- 26-0784194 — IRS Employer Identification No. (IRS Number)
Key Players & Entities
- Minerva Neurosciences, Inc. (company) — Registrant
- NERV (company) — Trading Symbol
- The Nasdaq Capital Market (company) — Exchange
- Delaware (company) — State of Incorporation
- Burlington, MA (company) — Principal Executive Offices
- 2023-12-31 (date) — Fiscal Year End
- 2024-04-22 (date) — Filing Date
FAQ
When did Minerva Neurosciences, Inc. file this 10-K/A?
Minerva Neurosciences, Inc. filed this Amended Annual Report (10-K/A) with the SEC on April 22, 2024.
What is a 10-K/A filing?
A 10-K/A is a amendment to a previously filed annual report, correcting or updating financial statements or disclosures. This particular 10-K/A was filed by Minerva Neurosciences, Inc. (NERV).
Where can I read the original 10-K/A filing from Minerva Neurosciences, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Minerva Neurosciences, Inc..
What are the key takeaways from Minerva Neurosciences, Inc.'s 10-K/A?
Minerva Neurosciences, Inc. filed this 10-K/A on April 22, 2024. Key takeaways: Minerva Neurosciences, Inc. filed an amended 10-K report for the fiscal year ending December 31, 2023.. The company's common stock trades on The Nasdaq Capital Market under the symbol NERV.. Minerva Neurosciences is incorporated in Delaware and its principal executive offices are located in Burlington, MA..
Is Minerva Neurosciences, Inc. a risky investment based on this filing?
Based on this 10-K/A, Minerva Neurosciences, Inc. presents a relatively low-risk profile. The filing is an amendment, suggesting potential corrections or additions to previously reported information, but does not indicate new material adverse events.
What should investors do after reading Minerva Neurosciences, Inc.'s 10-K/A?
Review the specific amendments in this 10-K/A filing to understand any changes to financial reporting or business disclosures for the fiscal year 2023. The overall sentiment from this filing is neutral.
Risk Factors
- Regulatory Compliance [medium — regulatory]: The company must comply with extensive regulations governing pharmaceutical development and marketing.
- Funding and Liquidity [high — financial]: The company's ability to continue as a going concern depends on its ability to secure additional financing.
- Clinical Trial Success [high — operational]: The success of its drug candidates in clinical trials is critical for future revenue generation.
Key Dates
- 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
- 2024-04-22: Filing Date — Date the amended 10-K was filed with the SEC.
Glossary
- 10-K/A
- An amended annual report filed with the SEC. (Indicates a revision or supplement to a previously filed annual report.)
- Fiscal Year
- A period of 12 months for which financial statements are prepared. (Defines the reporting period for the company's financial performance.)
Filing Stats: 4,615 words · 18 min read · ~15 pages · Grade level 11.2 · Accepted 2024-04-22 17:07:08
Key Financial Figures
- $0.0001 — ange on which registered Common Stock, $0.0001 par value per share NERV The Nasdaq
- $9.14 — when the last reported sales price was $9.14 per share. The number of shares of Reg
- $6,130 — paid in August 2023. (5) Represents $6,130 paid in 2023 by the Company for Dr. Lut
- $3,144 — e insurance premiums. (6) Represents $3,144 paid in 2023 by the Company for Mr. Rac
- $11,550 — e insurance premiums. (7) Represents $11,550 paid in 2023 by the Company in 401(k) c
- $987 — the Company in 401(k) contributions and $987 paid in 2023 by the Company for Mr. Ahl
- $6.15 — tal Market under the symbol "NERV", was $6.15 as of December 29, 2023. Arrangements
- $624,100 — is entitled to an annual base salary of $624,100. Dr. Luthringer is also eligible for a
Filing Documents
- d799475d10ka.htm (10-K/A) — 329KB
- d799475dex1012.htm (EX-10.12) — 13KB
- d799475dex313.htm (EX-31.3) — 3KB
- d799475dex314.htm (EX-31.4) — 3KB
- 0001193125-24-105033.txt ( ) — 592KB
- nerv-20231231.xsd (EX-101.SCH) — 5KB
- nerv-20231231_cal.xml (EX-101.CAL) — 1KB
- nerv-20231231_def.xml (EX-101.DEF) — 3KB
- nerv-20231231_lab.xml (EX-101.LAB) — 23KB
- nerv-20231231_pre.xml (EX-101.PRE) — 18KB
- d799475d10ka_htm.xml (XML) — 9KB
Executive Compensation
Executive Compensation 5 ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 ITEM 13. Certain Relationships and Related Person Transactions, and Director Independence 15 ITEM 14. Principal Accounting Fees and Services 18 PART IV 19 ITEM 15. Exhibits and Financial Statement Schedules 19
Signatures
Signatures 23 Table of Contents PART III ITEM10. Directors, Executive Officers and Corporate Governance Information About Our Directors and Executive Officers. Board of Directors The table below sets forth our executive officers and directors as of March 31, 2024. We have also included below a summary of the business experience of each of our directors, including a discussion of the qualifications, attributes and skills that led our Board of Directors (the "Board") to the conclusion that each of our directors should serve as a director of Minerva. Name Age Term Expires Position Dr. Remy Luthringer 63 2025 Chief Executive Officer and Executive Chairman of the Board of Directors Hans Peter Hasler (1)(2)(3) 68 2024 Director Jeryl Hilleman (1) 66 2025 Director Dr. David Kupfer (2)(3) 83 2026 Director Dr. Fouzia Laghrissi-Thode (2) 61 2025 Director Jan van Heek (1) 74 2026 Director (1) Member of the Audit Committee. Ms. Hilleman serves as Chair of the Audit Committee. (2) Member of the Compensation Committee. Dr. Laghrissi-Thode serves as Chair of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Dr. Kupfer serves as Chair of the Nominating and Corporate Governance Committee. Dr. Remy Luthringer has provided services to us since July 2010, first as a consultant and then as an employee beginning in May 2014. Dr. Luthringer was named our President and Chief Executive Officer in November 2014, and served as President until December 2017. He has served on our Board since November 2014. Dr. Luthringer previously served as an advisor to Medicxi Ventures, formerly Index Ventures Life Sciences, and before that served as an advisor to Index Ventures and as Chief Medical Officer to Index Life VI, a biotechnology fund raised by Index Ventures. Dr. Luthringer also serves on the board of directors of a number of private companies. He received his Ph.D. in Pharmaco
Executive Compensation
Executive Compensation
Executive Compensation
Executive Compensation Summary Compensation Table The following table shows for the fiscal years ended December 31, 2023 and 2022, the compensation of the Company's Chief Executive Officer and the two other most highly compensated executive officers as of December 31, 2023 (collectively, our "named executive officers"). NAME AND PRINCIPAL POSITION YEARS SALARY ($) BONUS ($) OPTION AWARDS ($) (1) ALL OTHER COMPENSATION ($) TOTAL ($) Dr. Remy Luthringer 2023 624,100 644,419 (2) 560,511 6,130 (5) $ 1,835,160 Chief Executive Officer 2022 600,096 247,540 421,095 5,946 1,274,677 Geoffrey Race 2023 473,094 437,064 (3) 485,739 3,144 (6) $ 1,399,041 President 2022 454,898 170,587 214,290 2,978 842,753 Frederick Ahlholm 2023 432,224 281,256 (4) 239,103 12,537 (7) $ 965,120 SVP, Chief Financial Officer and Secretary 2022 415,600 140,265 173,550 11,622 741,037 (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions ("ASC 718"). Assumptions used in valuing options are described in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024. The aggregate grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the stock options, or the sale of the common stock underlying such stock options. (2) Represents (1) the annual bonus paid in January 2024, which was 120% of the officer's annual target bonus for 2023, (2) special cash bonus paid in M