UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2017
Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36517 | | 26-0784194 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
1601 Trapelo Road Suite 284 Waltham, MA | | 02451 |
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code): (617)600-7373
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 1.01 | Entry into a Material Definitive Agreement |
On June 28, 2017, Minerva Neurosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), to issue and sell 5,000,000 shares of common stock of the Company (“Common Stock”) in an underwritten public offering pursuant to a Registration Statement on FormS-3 (FileNo. 333-205764) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”). The offering price to the public is $7.75 per share of Common Stock. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 750,000 shares of Common Stock. The Company estimates that the net proceeds from the Offering will be approximately $36.0 million, or approximately $41.5 million if the Underwriters exercises in full their option to purchase additional shares of Common Stock, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The offering is scheduled to close on July 5, 2017, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form8-K.
On June 27, 2017, the Company issued a press release announcing the Offering. On June 28, 2017, the Company issued a second press release announcing that it had priced the Offering. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement by and among Minerva Neurosciences, Inc., Citigroup Global Markets Inc. and Jefferies LLC, dated June 28, 2017. |
| |
| 5.1 | | Opinion of Cooley LLP. |
| |
| 23.1 | | Consent of Cooley LLP (included in Exhibit 5.1). |
| |
| 99.1 | | Press Release, dated June 27, 2017. |
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| 99.2 | | Press Release, dated June 28, 2017. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MINERVA NEUROSCIENCES, INC. |
| |
| By: | | /s/ Geoffrey Race |
| Name: | | Geoffrey Race |
| Title: | | Executive Vice President, Chief Financial Officer and Chief Business Officer |
Date: June 29, 2017
INDEX OF EXHIBITS
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement by and among Minerva Neurosciences, Inc., Citigroup Global Markets Inc. and Jefferies LLC, dated June 28, 2017. |
| |
| 5.1 | | Opinion of Cooley LLP. |
| |
| 23.1 | | Consent of Cooley LLP (included in Exhibit 5.1). |
| |
| 99.1 | | Press Release, dated June 27, 2017. |
| |
| 99.2 | | Press Release, dated June 28, 2017. |
