8-K
Minerva Neurosciences, Inc. (NERV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): May 29, 2024
Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-36517 | 26-0784194 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>ID Number) |
| 1500 District Avenue, Burlington, MA 01803 | ||
| --- | ||
| (Address of principal executive offices) (Zip Code) |
(617) 600-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | NERV | The Nasdaq Capital Market |
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 Rule 12b-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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On May 29, 2024, Jeryl Hilleman notified the Board of Directors (the “Board”) of Minerva Neurosciences, Inc. (the “Company”) of her intention to resign as a member of the Board, effective August 6, 2024, including from her role as Chair of the Audit Committee of the Board. Ms. Hilleman is resigning to focus on other opportunities and her decision did not involve any disagreement with the Company, its management or the Board.
Following Ms. Hilleman’s notification of resignation, the Board appointed (i) Jan van Heek, who currently serves as a member of the Audit Committee, as the new Chair of the Audit Committee and (ii) Dr. David Kupfer, a current director on the Board, as a new member of the Audit Committee, each effective upon the effective time of Ms. Hilleman’s resignation on August 6, 2024.
SIGNATURES
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.
| MINERVA NOSCIENCES, INC. | |
|---|---|
| Dated: May 30, 2024 | By: |
| Name: | |
| Title: |
All values are in Euros.