NASDAQ false 0001598646 0001598646 2023-09-27 2023-09-27

 

 

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): September 27, 2023

 

 

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)

  

(IRS Employer

Identification No.)

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
Symbol(s)

  

Name of each exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

The results of matters submitted to a stockholder vote at the Annual Meeting of Stockholders of Minerva Neurosciences, Inc. (the “Company”) held on September 27, 2023 (the “2023 Annual Meeting”) are as follows:

Proposal 1: Election of Directors. Two nominees were elected to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders and until their successors are elected and qualified with the votes set forth below:

 

Nominee   For   Withheld   Broker Non-Votes

David Kupfer

   3,247,154   616,893   1,442,953

Jan van Heek

   3,374,837   489,210   1,442,953

Proposal 2: Approval of Amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 700,000 shares. The Company’s stockholders approved Proposal 2. The votes cast were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,283,310   576,673   4,064   1,442,953

Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved Proposal 3. The votes cast were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,738,851   71,469   53,727   1,442,953

Proposal 4: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified with the votes set forth below:

 

For   Against   Abstain   Broker Non-Votes
5,061,117   11,600   234,283   0

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 NEUROSCIENCES, INC.
Date: September 28, 2023     By:  

/s/ Frederick Ahlholm

      Frederick Ahlholm
      Chief Financial Officer
v3.23.3
Document and Entity Information
Sep. 27, 2023
Cover [Abstract]  
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001598646
Document Type 8-K
Document Period End Date Sep. 27, 2023
Entity Registrant Name Minerva Neurosciences, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-36517
Entity Tax Identification Number 26-0784194
Entity Address, Address Line One 1500 District Avenue
Entity Address, City or Town Burlington
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01803
City Area Code (617)
Local Phone Number 600-7373
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol NERV
Entity Emerging Growth Company false
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