WALTHAM, Mass., June 27, 2017 (GLOBE NEWSWIRE) --
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
Statement
Any 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.