Minerva Neurosciences (NERV) 10-Q 1 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	Apr. 26, 2024
Cover [Abstract]
Entity Registrant Name	Minerva Neurosciences, Inc.
Entity Central Index Key	0001598646
Amendment Flag	false
Entity Current Reporting Status	Yes
Document Type	10-Q
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2024
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Document Fiscal Year Focus	2024
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NERV
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
Document Quarterly Report	true
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		6,993,406

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 34,818,304	$ 40,912,575
Restricted cash	100,000	100,000
Prepaid expenses and other current assets	702,546	989,865
Total current assets	35,620,850	42,002,440
Equipment, net	9,524	10,884
Capitalized software, net	10,642	17,027
Goodwill	14,869,399	14,869,399
Total assets	50,510,415	56,899,750
Current liabilities
Accounts payable	1,435,568	1,805,320
Accrued expenses and other current liabilities	1,395,227	1,535,097
Total current liabilities	2,830,795	3,340,417
Liability related to the sale of future royalties	84,267,066	82,016,823
Total liabilities	87,097,861	85,357,240
Commitments and contingencies (Note 8)
Stockholders' deficit
Preferred stock; $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of March 31, 2024 and December 31, 2023
Common stock; $0.0001 par value; 125,000,000 shares authorized; 6,993,406 shares issued and outstanding as of March 31, 2024 and December 31, 2023	699	699
Additional paid-in capital	368,796,088	368,357,239
Accumulated deficit	(405,384,233)	(396,815,428)
Total stockholders' deficit	(36,587,446)	(28,457,490)
Total liabilities and stockholders' deficit	$ 50,510,415	$ 56,899,750

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	6,993,406	6,993,406
Common stock, shares outstanding	6,993,406	6,993,406

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Expenses
Research and development	$ 4,167,287	$ 2,653,553
General and administrative	2,514,676	2,694,965
Total expenses	6,681,963	5,348,518
Loss from operations	(6,681,963)	(5,348,518)
Foreign exchange gains (losses)	5,493	(8,686)
Investment income	357,908	364,218
Non-cash interest expense for the sale of future royalties	(2,250,243)	(1,977,426)
Net loss	$ (8,568,805)	$ (6,970,412)
Net loss per share, basic	$ (1.13)	$ (1.31)
Net loss per share, diluted	$ (1.13)	$ (1.31)
Weighted average shares outstanding, basic	7,568,981	5,340,193
Weighted average shares outstanding, diluted	7,568,981	5,340,193

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2022	$ (20,024,219)	$ 534	$ 346,785,322	$ (366,810,075)
Balance (in shares) at Dec. 31, 2022		5,340,193
Stock-based compensation	376,459		376,459
Net loss	(6,970,412)			(6,970,412)
Balance at Mar. 31, 2023	(26,618,172)	$ 534	347,161,781	(373,780,487)
Balance (in shares) at Mar. 31, 2023		5,340,193
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	6,993,406
Stock-based compensation	$ 438,849		438,849
Net loss	(8,568,805)			(8,568,805)
Balance at Mar. 31, 2024	$ (36,587,446)	$ 699	$ 368,796,088	$ (405,384,233)
Balance (in shares) at Mar. 31, 2024	6,993,406	6,993,406

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		38 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024
Cash flows from operating activities:
Net loss	$ (8,568,805)	$ (6,970,412)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,360	1,360
Amortization of capitalized software	6,385	6,385
Stock-based compensation expense	438,849	376,459
Non-cash interest expense associated with the sale of future royalties	2,250,243	1,977,426	$ 24,267,066
Changes in operating assets and liabilities
Refundable regulatory fee		3,117,218
Prepaid expenses and other current assets	287,319	252,072
Accounts payable	(369,752)	(8,669)
Accrued expenses and other current liabilities	(139,870)	1,132,754
Net cash used in operating activities	(6,094,271)	(115,407)
Cash flows from investing activities:
Net cash provided by investing activities	0	0
Cash flows from financing activities:
Net cash provided by financing activities	0	0
Net decrease in cash, cash equivalents and restricted cash	(6,094,271)	(115,407)
Cash, cash equivalents and restricted cash
Beginning of period	41,012,575	36,193,606
End of period	34,918,304	36,078,199	34,918,304
Reconciliation of the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	34,818,304	35,978,199	34,818,304
Restricted cash	100,000	100,000	100,000
Total cash, cash equivalents and restricted cash	$ 34,918,304	$ 36,078,199	$ 34,918,304

Nature of Operations and Liquid

Nature of Operations and Liquidity	3 Months Ended
	Mar. 31, 2024
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 proprietary product candidates to treat patients suffering from central nervous system diseases. The Company’s lead product candidate is roluperidone, a compound the Company is developing for the treatment of negative symptoms in patients with schizophrenia. The Company previously 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 in August 2022. On February 26, 2024, the FDA issued a Complete Response Letter regarding such NDA for roluperidone. The Company also has exclusive rights to develop and commercialize MIN-301, a compound for the treatment of Parkinson’s disease. In addition, Minerva previously co-developed seltorexant with Janssen Pharmaceutica NV (“Janssen”) for the treatment of insomnia disorder and adjunctive treatment of Major Depressive Disorder (“MDD”). During 2020, Minerva exercised its right to opt out of the joint development agreement with Janssen for the future development of seltorexant. As a result, the Company was entitled to collect royalties in the mid-single digits on potential future worldwide sales of seltorexant in certain indications, with no further financial obligations to Janssen. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma plc (“Royalty Pharma”) for a $ 60 million up front payment and up to an additional $ 95 million in potential future milestone payments. Liquidity The accompanying interim condensed 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 March 31, 2024, the Company had an accumulated deficit of approximately $ 405.4 million and net cash used in operating activities was approximately $ 6.1 million during the three months ended March 31, 2024. Management expects to continue to incur operating losses and negative cash flows from operations in the future. The Company has financed its operations to date from proceeds from the sale of common stock, warrants, loans, convertible promissory notes, collaboration agreements and royalty sales. As of March 31, 2024, the Company had cash, cash equivalents, and restricted cash of $ 34.9 million, which it believes will be sufficient to meet the Company ’ s operating commitments for the next 12 months from the date its financial statements are issued. The process of drug development can be costly and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon 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. The Company will need to raise additional capital to continue to fund operations and fully fund any potential later stage clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund future operations; however, there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Further, if the Company does not satisfy The Nasdaq Capital Market continued listing requirements, its common stock may be subject to delisting, which could impact the Company’s ability to complete additional equity financings on terms acceptable to the Company. On April 10, 2024, the Company received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 31 consecutive business days, the market value of listed securities (“MVLS requirement”) for its common stock had been below the minimum MVLS requirement of $ 35 million pursuant to Nasdaq Listing Rule 5550(b)(2). In accordance with the listing rules of Nasdaq, the Company has been provided with a grace period of 180 calendar days, or until October 7, 2024, to regain compliance. If the Company does not regain compliance within the grace period, the Company expects that Nasdaq would provide notice that its securities are subject to delisting.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 8-03. Under those rules, certain notes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024. Consolidation The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated. Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk. Restricted cash Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $ 0.1 million at each of March 31, 2024 and December 31, 2023 . 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. The Company believes that the impact of recently issued, but not yet adopted, accounting pronouncements will not have a material impact on the condensed consolidated financial statements or do not apply to the Company .

Accrued Expenses and Other Liab

Accrued Expenses and Other Liabilities	3 Months Ended
	Mar. 31, 2024
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: March 31, 2024 December 31, 2023 Research and development costs and other accrued expenses $ 496,403 $ 777,680 Accrued severance 379,234 — Accrued bonus 363,650 590,769 Professional fees 119,814 166,648 Vacation pay 36,126 — Accrued expenses and other current liabilities $ 1,395,227 $ 1,535,097

Net Loss Per Share of Common St

Net Loss Per Share of Common Stock	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share of Common Stock	NOTE 4 — NET LOSS PER SHARE OF COMMON STOCK Diluted loss per share is the same as basic loss per share for all periods presented as the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding, plus potential outstanding common stock for the period. Potential outstanding common stock includes stock options and shares underlying RSUs, but only to the extent that their inclusion is dilutive. In June 2023, in connection with the Private Placement (as defined and described in Note 6, Stockholders’ Deficit), 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 per share as of March 31, 2024. The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended March 31, 2024 2023 Net loss $ ( 8,568,805 ) $ ( 6,970,412 ) Weighted average shares of common stock outstanding 7,568,981 5,340,193 Net loss per share of common stock – basic and diluted $ ( 1.13 ) $ ( 1.31 ) The following securities outstanding at March 31, 2024 and 2023 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: Three Months Ended March 31, 2024 2023 Common stock options 1,115,357 700,929 Performance-based restricted stock units 228,209 456,422 Common stock warrants 5,099 5,099

Sale of Future Royalties

Sale of Future Royalties	3 Months Ended
	Mar. 31, 2024
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 joint development 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, the Company has significant continuing involvement as Royalty Pharma has recourse against the Company relating to the payments due from Janssen. As such, the Company applied the debt recognition guidance under ASC 470, Debt , and recorded the upfront payment of $ 60 million as a liability related to the sale of future royalties (“Royalty Obligation”), which will be amortized under the interest method over the estimated life of the agreement. Under the terms of the agreement, all payments from Royalty Pharma to the Company, including the initial upfront payment of $ 60 million as well as amortized interest expense and potential milestone payments, are not repayable to Royalty Pharma in the event that Janssen discontinues the clinical development of seltorexant or ceases to pursue its commercialization at a future date for any reason. In addition, in accordance with ASC 470, Debt, the Company will account for any royalties received in the future as non-cash royalty revenue. As royalties are remitted from Janssen to Royalty Pharma, the balance of the Royalty Obligation will be effectively repaid over the life of the co-development and license agreement (the “Agreement”) with Janssen. In order to determine the amortization of the Royalty Obligation, the Company is required to estimate the total amount of future royalty payments to Royalty Pharma over the life of the Agreement. In addition to the $ 60 million upfront payment, up to an additional $ 95 million in potential milestone payments will also be recorded as a liability related to the sale of future royalties and amortized as interest expense over the estimated remaining life of the agreement. At execution, the Company’s estimate of this total interest expense resulted in an effective annual interest rate of approxim ately 10.5 %. As of March 31, 2024 , the Company estimated the effective annual interest rate to be approximately 10.97 %. This estimate contains significant assumptions, which are considered Level 3 fair value inputs, regarding the timing and amount of expected royalty and milestone payments that impact the interest expense that will be recognized over the royalty period. The Company will periodically assess the estimated royalty payments to Royalty Payments from Janssen and to the extent the amount or timing of such payments is materially different than the original estimates, an adjustment will be recorded prospectively to increase or decrease interest expense. There are a number of factors that could materially affect the amount and timing of royalty payments to Royalty Pharma from Janssen, and correspondingly, the amount of interest expense recorded by the Company, most of which are not within the Company’s control. Such factors include, but are not limited to, delays or discontinuation of development of seltorexant, regulatory approval, changing standards of care, the introduction of competing products, manufacturing or other delays, generic competition, intellectual property matters, adverse events that result in regulatory authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates as the royalties remitted to Royalty Pharma are made in U.S. dollars (“USD”) while the underlying sales of seltorexant will be made in currencies other than USD and other events or circumstances that are not currently foreseen. Changes to any of these factors could result in increases or decreases to both royalty revenues and interest expense. Janssen is currently conducting one Phase 3 study with seltorexant, completed a Phase 3 study during 2023, and discontinued a Phase 3 study during 2022. The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2024: March 31, 2024 Upfront payment from the sale of future royalties $ 60,000,000 Non-cash interest expense associated with the sale of future royalties 24,267,066 Liability related to the sale of future royalties $ 84,267,066

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 6 — STOCKHOLDERS’ DEFICIT Private Placement of Common Stock and Warrants On June 27, 2023 , the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) an aggregate of 1,425,000 shares (the “Shares”) of the Company’s common stock at a purchase price of $ 10.00 per Share, and (ii) in lieu of additional shares of common stock, pre-funded warrants to purchase an aggregate of 575,575 shares of common stock at a purchase price of $ 9.99 per pre-funded warrant. The price per pre-funded warrant represents the price of $ 10.00 per Share sold in the Private Placement, minus the $ 0.01 per share exercise price of each such pre-funded warrant. The pre-funded warrants are exercisable at any time after their original issuance and will not expire until exercised in full. The pre-funded warrants issued in the Private Placement provide that a holder of the pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants to the extent such holder, together with its affiliates, after giving effect to such exercise, would beneficially own in excess of the beneficial ownership limitation, as elected by such Investor, immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that each pre-funded warrant holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99 %. On June 30, 2023, the Private Placement closed and the Company received aggregate gross proceeds from the Private Placement of $ 20.0 million. The Company incurred approximately $ 0.4 million in offering expenses during 2023, which were included as a component of additional paid-in capital, resulting in net proceeds of $ 19.6 million from the Private Placement. Pursuant to the Securities Purchase Agreement, the Company filed a registration statement on Form S-3 (File No. 333-273686), which was declared effective by the SEC on August 9, 2023, covering the resale of the Registrable Securities (as such term is defined in the Securities Purchase Agreement). The Company has agreed to use its commercially reasonable efforts to keep such registration statement effective until the earlier of (i) the third anniversary of the effective date of the initial registration statement covering the Registrable Securities; (ii) the date all Shares and all shares of common stock underlying the pre-funded warrants may be sold under Rule 144 of the Securities Act of 1933, as amended, without being subject to any volume, manner of sale or publicly available information requirements; or (iii) immediately prior to the closing of a Change of Control (as such term is defined in the Securities Purchase Agreement). Pursuant to the Securities Purchase Agreement, in connection with the Private Placement, Boehringer Ingelheim International GmbH (“BI”), an Investor in the Private Placement, has the right to designate an observer to attend, subject to certain exceptions, meetings of the Company’s board of directors and its committees, until the earlier of (i) the occurrence of a Change of Control and (ii) the date that it and its affiliates collectively hold less than 10 % of the Company’s common stock (which shall be calculated by including in the amount of common stock held by such Investor and its affiliates any shares of common stock issuable upon exercise of any portion of the pre-funded warrant issued to such Investor and not yet exercised). BI designated a board observer on August 29, 2023. At-the-Market Equity Offering Program In September 2022 , the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company may offer and sell, from time to time, through Jefferies shares of the Company’s common stock, by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the three months ended March 31, 2024 , no shares of the Company’s common stock were issued or sold under the Sales Agreement. As of March 31, 2024 , an aggregate of $ 22.6 million was eligible for sale pursuant to the Sales Agreement under the Company’s effective registration statement on Form S-3 (File No. 333-267424). Term Loan Warrants In connection with the Company’s former Loan and Security Agreement with Oxford Finance LLC and Silicon Valley Bank (the “Lenders”), which provided for term loans to the Company in an aggregate principal amount of up to $ 15 million in two tranches on January 15, 2016, the Company issued the Lenders warrants to purchase 5,099 shares of common stock at a per share exercise price of $ 44.13 . The warrants were immediately exercisable upon issuance, and other than in connection with certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The term loans were repaid in August 2018. All related warrants were outstanding and exercisable as of March 31, 2024 .

Stock Award Plan and Stock-Base

Stock Award Plan and Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock Award Plan and Stock-Based Compensation	NOTE 7 — 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. Stock Option Awards Stock option activity for employees and non-employees for the three months ended March 31, 2024 is as follows: Shares Weighted- Weighted- Total Outstanding January 1, 2024 1,157,229 $ 11.36 8.5 $ 745 Granted — $ — Exercised — $ — Cancelled/Forfeited ( 41,872 ) $ 7.02 Outstanding March 31, 2024 1,115,357 $ 11.52 8.3 $ — Exercisable March 31, 2024 450,498 $ 20.06 7.0 $ — Available for future grant 404,238 The weighted average grant-date fair value of stock options outstanding on March 31, 2024 was $ 8.41 per share. Total unrecognized compensation costs related to non-vested stock options at March 31, 2024 were approximately $ 2.9 million and are expected to be recognized within future operating results over a weighted-average period of 2.9 years. 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. The Company uses the Black-Scholes model to estimate the fair value of stock options granted. There were no stock options granted during the three months ended March 31, 2024 and 2023. 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 March 31, 2024 , 228,213 PRSUs have vested, 20,218 have been cancelled, and 228,209 remain outstanding. The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations: Three Months Ended March 31, 2024 2023 Research and development $ 192,385 $ 184,727 General and administrative 246,464 191,732 Total $ 438,849 $ 376,459

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 — 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 approximately 491 rentable square feet of office space located at 1500 District Avenue, Burlington, MA 01803. In January 2024, the Company renewed the month-to-month lease agreement commencing on February 1, 2024 , with a monthly payment of $ 8,697 . 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 Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 8-03. Under those rules, certain notes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Consolidation	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 each of March 31, 2024 and December 31, 2023 .
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. The Company believes that the impact of recently issued, but not yet adopted, accounting pronouncements will not have a material impact on the condensed consolidated financial statements or do not apply to the Company

Accrued Expenses and Other Li_2

Accrued Expenses and Other Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Liabilities	Accrued expenses and other liabilities consist of the following: March 31, 2024 December 31, 2023 Research and development costs and other accrued expenses $ 496,403 $ 777,680 Accrued severance 379,234 — Accrued bonus 363,650 590,769 Professional fees 119,814 166,648 Vacation pay 36,126 — Accrued expenses and other current liabilities $ 1,395,227 $ 1,535,097

Net Loss Per Share of Common _2

Net Loss Per Share of Common Stock (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Computation of Basic and Diluted Loss Per Share	The following table sets forth the computation of basic and diluted loss per share for common stockholders: Three Months Ended March 31, 2024 2023 Net loss $ ( 8,568,805 ) $ ( 6,970,412 ) Weighted average shares of common stock outstanding 7,568,981 5,340,193 Net loss per share of common stock – basic and diluted $ ( 1.13 ) $ ( 1.31 )
Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive	The following securities outstanding at March 31, 2024 and 2023 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive: Three Months Ended March 31, 2024 2023 Common stock options 1,115,357 700,929 Performance-based restricted stock units 228,209 456,422 Common stock warrants 5,099 5,099

Sale of Future Royalties (Table

Sale of Future Royalties (Tables)	3 Months Ended
	Mar. 31, 2024
Sale Of Future Royalties [Abstract]
Summary of Activity of the Royalty Obligation	The following table shows the activity of the Royalty Obligation since the transaction inception through March 31, 2024: March 31, 2024 Upfront payment from the sale of future royalties $ 60,000,000 Non-cash interest expense associated with the sale of future royalties 24,267,066 Liability related to the sale of future royalties $ 84,267,066

Stock Award Plan and Stock-Ba_2

Stock Award Plan and Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
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 three months ended March 31, 2024 is as follows: Shares Weighted- Weighted- Total Outstanding January 1, 2024 1,157,229 $ 11.36 8.5 $ 745 Granted — $ — Exercised — $ — Cancelled/Forfeited ( 41,872 ) $ 7.02 Outstanding March 31, 2024 1,115,357 $ 11.52 8.3 $ — Exercisable March 31, 2024 450,498 $ 20.06 7.0 $ — Available for future grant 404,238
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: Three Months Ended March 31, 2024 2023 Research and development $ 192,385 $ 184,727 General and administrative 246,464 191,732 Total $ 438,849 $ 376,459

NATURE OF OPERATIONS AND LIQU_2

NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jan. 19, 2021	Jan. 31, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Nature Of Operations And Liquidity [Line Items]
Accumulated deficit			$ 405,384,233		$ 396,815,428
Net cash used in operating activities			6,094,271	$ 115,407
Cash, cash equivalents, restricted cash and marketable securities			34,900,000
Minimum market value of listed securities required for continued listing			$ 35,000,000
Seltorexant | Royalty Pharma
Nature Of Operations And Liquidity [Line Items]
Up front payment	$ 60,000,000	$ 60,000,000
Maximum | Seltorexant | Royalty Pharma
Nature Of Operations And Liquidity [Line Items]
Additional milestone payments		$ 95,000,000

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Reclassification [Line Items]
Restricted cash balances as collateral for corporate credit cards	$ 100,000	$ 100,000	$ 100,000

ACCRUED EXPENSES AND OTHER LI_3

ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Research and development costs and other accrued expenses	$ 496,403	$ 777,680
Accrued severance	379,234
Accrued bonus	363,650	590,769
Professional fees	119,814	166,648
Vacation pay	36,126
Accrued expenses and other current liabilities	$ 1,395,227	$ 1,535,097

NET LOSS PER SHARE OF COMMON _3

NET LOSS PER SHARE OF COMMON STOCK - Additional Information (Details) - $ / shares		1 Months Ended	3 Months Ended
	Apr. 28, 2023	Jun. 30, 2023	Mar. 31, 2024
Performance-based Restricted Stock Units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Vesting percentage	50%
PRSU'S vested			228,213
PRSU'S cancelled			20,218
PRSU'S outstanding			228,209
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
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

NET LOSS PER SHARE OF COMMON _4

NET LOSS PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss	$ (8,568,805)	$ (6,970,412)
Weighted average shares of common stock outstanding - basic	7,568,981	5,340,193
Weighted average shares of common stock outstanding - diluted	7,568,981	5,340,193
Net loss per share, basic	$ (1.13)	$ (1.31)
Net loss per share, diluted	$ (1.13)	$ (1.31)

NET LOSS PER SHARE OF COMMON _5

NET LOSS PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
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	1,115,357	700,929
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	228,209	456,422
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	5,099

Sale of Future Royalties - Addi

Sale of Future Royalties - Additional Information (Details) - USD ($)		1 Months Ended
	Jan. 19, 2021	Jan. 31, 2021	Mar. 31, 2024
Sale Of Future Royalties [Line Items]
Liability related to the sale of future royalties	$ 60,000,000		$ 84,267,066
Annual interest rate on interest expense	10.50%		10.97%
Seltorexant | Royalty Pharma
Sale Of Future Royalties [Line Items]
Upfront payment for royalty interest sold	$ 60,000,000	$ 60,000,000
Additional milestone payments	$ 95,000,000

Sale of Future Royalties - Summ

Sale of Future Royalties - Summary of Activity of the Royalty Obligation (Details) - USD ($)	3 Months Ended		38 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Jan. 19, 2021
Sale Of Future Royalties [Abstract]
Upfront payment from the sale of future royalties			$ 60,000,000
Non-cash interest expense associated with the sale of future royalties	$ 2,250,243	$ 1,977,426	24,267,066
Liability related to the sale of future royalties	$ 84,267,066		$ 84,267,066	$ 60,000,000

STOCKHOLDERS' DEFICIT - Private

STOCKHOLDERS' DEFICIT - Private Placement of Common Stock and Warrants - Additional Information (Details) - Private Placement - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 27, 2023	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Shares of common stock to purchase by warrant	575,575		575,575	575,575
Common stock exercise price per share	$ 9.99		$ 9.99
Exercise price of pre-funded warrants			$ 0.01
Investors | Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Sale of stock issue date		Jun. 27, 2023
Common stock issued and sold		1,425,000
Purchase price per share		$ 10
Shares of common stock to purchase by warrant		575,575
Common stock exercise price per share		$ 9.99
Pre-funded warrants exercise price exercisable time description		The price per pre-funded warrant represents the price of $10.00 per Share sold in the Private Placement, minus the $0.01 per share exercise price of each such pre-funded warrant. The pre-funded warrants are exercisable at any time after their original issuance and will not expire until exercised in full.
Exercise price of pre-funded warrants		$ 0.01
Notice period to change beneficial ownership limitation		61 days
Maximum beneficial ownership limitation		19.99%
Gross proceeds from issuance of private placement	$ 20
Offering expenses					$ 0.4
Net proceeds from issuance of private placement				$ 19.6
Maximum percentage of common stock affiliates collectively hold				10%

STOCKHOLDERS' DEFICIT - At-the-

STOCKHOLDERS' DEFICIT - At-the-Market Equity Offering Program - Additional Information (Details) - Sales Agreement	3 Months Ended
	Mar. 31, 2024 shares
Class Of Warrant Or Right [Line Items]
Sale of stock issue date	Sep. 30, 2022
Eligible for sale of equity	22,600,000
Common Stock
Class Of Warrant Or Right [Line Items]
Common stock issued and sold	0

STOCKHOLDERS' DEFICIT - Term Lo

STOCKHOLDERS' DEFICIT - Term Loan Warrants - Additional Information (Details)	Jan. 15, 2016 USD ($) Tranche $ / shares shares
Warrant
Class Of Warrant Or Right [Line Items]
Expiration anniversary date of issuance	10 years
Term Loan | Term A Loans
Class Of Warrant Or Right [Line Items]
Shares of common stock to purchase by warrant | shares	5,099
Common stock exercise price per share | $ / shares	$ 44.13
Loan and Security Agreement | Term Loan
Class Of Warrant Or Right [Line Items]
Aggregate principal amount | $	$ 15,000,000
Number of tranches | Tranche	2

STOCK AWARD PLAN AND STOCK-BA_3

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($)		3 Months Ended
	Apr. 28, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 06, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued		6,993,406		6,993,406
Fair value of common stock on grant date (in dollars per share)		$ 8.41
Dividend yield (as a percent)		0%
Non-cash compensation expense		$ 438,849	$ 376,459
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation costs		$ 2,900,000
Weighted-average period over which unrecognized compensation costs is expected to be recognized		2 years 10 months 24 days
Performance-based Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage	50%
Vesting period of PRSUs after acceptance	5 years
PRSU'S vested		228,213
PRSU'S outstanding		228,209
PRSU'S cancelled		20,218
Non-cash compensation expense		$ 200,000
Incremental Non-cash Compensation Cost		50%
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

STOCK AWARD PLAN AND STOCK-BA_4

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Stock Option Activity for Employees and Non-Employees (Details) - Employees and Non-Employees Stock Option - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Shares Issuable Pursuant to Stock Options
Outstanding at the beginning of period (in shares)	1,157,229
Cancelled/Forfeited (in shares)	(41,872)
Outstanding at the end of the period (in shares)	1,115,357	1,157,229
Exercisable at the end of the period (in shares)	450,498
Available for future grant (in shares)	404,238
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 11.36
Forfeited (in dollars per share)	7.02
Outstanding at the end of the period (in dollars per share)	11.52	$ 11.36
Exercisable at the end of the period (in dollars per share)	$ 20.06
Weighted-Average Remaining Contractual Term Outstanding (Years)	8 years 3 months 18 days	8 years 6 months
Weighted-Average Remaining Contractual Term Exercisable (Years)	7 years
Total Intrinsic Value Outstanding at the begining of period	$ 745
Total Intrinsic Value Outstanding at the end of period		$ 745

STOCK AWARD PLAN AND STOCK-BA_5

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 438,849	$ 376,459
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	192,385	184,727
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 246,464	$ 191,732

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Regus		1 Months Ended
	Oct. 11, 2022 ft²	Jan. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Lease rentable square feet | ft²	491
Lease description	In January 2024, the Company renewed the month-to-month lease agreement commencing on February 1, 2024, with a monthly payment of $8,697. 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.
Lease commencement date		Feb. 01, 2024
Monthly rental rate | $		$ 8,697