SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2018
Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1601 Trapelo Road
|(Address of principal executive offices)||(Zip Code)|
(Registrants 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 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))|
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 Principal Officers; Election of Directors; Appointment of Principal Officers|
(b) Resignation of Director
On January 31, 2018, Marc Beer notified the Board of Directors (the Board) of Minerva Neurosciences, Inc. (the Company) of his intention to resign as a member of the Board, effective upon the close of business on January 31, 2018, including from his role as Chairman of the Board and Chairman of the Compensation Committee. Mr. Beer is resigning to focus on other opportunities and his decision did not involve any disagreement with the Company, its management or the Board.
|Item 8.01||Other Events|
On February 5, 2018, the Company issued a press release announcing the resignation of Mr. Beer and the appointment of Dr. Rémy Luthringer as Executive Chairman of the Board and William Doyle as Lead Independent Director. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits|
|99.1||Press Release, dated February 5, 2018.|
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.|
/s/ Geoffrey Race
|Title:||Executive Vice President, Chief Financial Officer and Chief Business Officer|
Date: February 5, 2018