Minerva Neurosciences, Inc. to Offer Common Shares
June 27 2017 - 4:10PM
Minerva Neurosciences, Inc. (NASDAQ:NERV), a clinical-stage
biopharmaceutical company, today announced its intention to offer
and sell 5,000,000 shares of its common stock in an
underwritten public offering pursuant to an existing shelf
registration statement. All of the shares in the proposed offering
are to be sold by Minerva. The offering is subject to market
conditions, and there can be no assurance as to whether or when the
offering may be completed, or the actual size or terms of the
offering.
Citigroup and Jefferies are acting as the book-running managers
for the offering. Minerva intends to grant the underwriters a
30-day option to purchase additional shares of its common stock in
an amount up to 15% of the shares sold in the offering, on the same
terms and conditions.
Minerva intends to use the net proceeds from the offering,
together with its existing cash and investments, to fund part of
the continued clinical development of MIN-101, MIN-202, MIN-117 and
MIN-301, and for working capital and general corporate
purposes.
The securities described above are being offered pursuant to a
shelf registration statement on Form S-3 (File No. 333-205764)
that was filed with the United States Securities and Exchange
Commission (“SEC”) on July 21, 2015 and that was declared
effective by the SEC on July 27, 2015. The offering can be
made only by means of a written prospectus and prospectus
supplement that form a part of the registration statement. A
preliminary prospectus supplement and accompanying prospectus
relating to the offering has been filed with the SEC and is
available on the SEC’s website at www.sec.gov. Copies of the
preliminary prospectus supplement and the accompanying prospectus
may also be obtained by request at Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
or by email at prospectus@citi.com or by phone at (800)
831-9146, or Jefferies, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022,
telephone: (877) 821-7388, e-mail:
Prospectus_Department@Jefferies.com.
The securities described above have not been qualified under any
state blue sky laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About Minerva Neurosciences
Minerva Neurosciences, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
commercialization of a portfolio of products to treat CNS
diseases. Minerva’s proprietary compounds include: MIN-101,
in clinical development for schizophrenia; MIN-202 (JNJ-42847922),
in clinical development for insomnia and major depressive disorder
(MDD); MIN-117, in clinical development for MDD; and MIN-301, in
pre-clinical development for Parkinson’s disease. Minerva’s
common stock is listed on the NASDAQ Global Market under the symbol
“NERV.”
Forward-Looking Safe Harbor StatementAny
statements in this press release about future expectations, plans
and prospects for Minerva Neurosciences, Inc., including
statements about Minerva's anticipated public offering, anticipated
use of proceeds and plans and prospects for Minerva and other
statements containing the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "predict,"
"project," "target," "potential," "will," "would," "could,"
"should," "continue," and similar expressions, constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements
as a result of various important factors, including: the
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms or at all,
uncertainties inherent in the initiation of future clinical trials
and such other factors as are set forth in the risk factors
detailed in Minerva's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2017, filed with the Securities and
Exchange Commission on May 4, 2017 under the heading
“Risk Factors.” In addition, the forward-looking
statements included in this press release represent Minerva's views
as of the date hereof. Minerva anticipates that subsequent events
and developments will cause Minerva's views to change. However,
while Minerva may elect to update these forward-looking statements
at some point in the future, Minerva specifically disclaims any
obligation to do so. These forward-looking statements should not be
relied upon as representing Minerva's views as of any date
subsequent to the date hereof.
Contact:
William B. Boni
VP, Investor Relations/
Corp. Communications
Minerva Neurosciences, Inc.
(617) 600-7376
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