Current Report Filing (8-k)
September 24 2019 - 4:06PM
Edgar (US Regulatory)
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 18, 2019
Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36517
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26-0784194
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1601 Trapelo Road
Suite 286
Waltham, MA
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02451
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(Address of principal executive offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which
registered
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Common Stock, $0.0001 par value per share
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NERV
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The Nasdaq Global Market
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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 1.01
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Entry into a Material Definitive Agreement.
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On September 18, 2019, Minerva Neurosciences, Inc. (the Company) entered into a Commercial Supply Agreement (the
Agreement) with Catalent Germany Schorndorf GmbH (Catalent).
Under the Agreement, Catalent will manufacture and
supply to the Company commercial quantities of roluperidone tablets (also known as MIN-101) in finished package form once the Company receives its first marketing approval for the drug. The Agreement has a
term of five years following such approval, and commits the Company to purchase at least one million, five hundred thousand Euros (1,500,000) worth of product during each of those five years. The term is automatically extended for successive 1-year periods unless a party provides at least 12 months prior written notice to the other party. The Company must supply active pharmaceutical ingredient for the product to Catalent at no cost.
The Agreement may be terminated by either party (i) if the other party commits an uncured material breach of the Agreement, (ii) if
regulatory approval necessary for Catalent to begin manufacturing roluperidone tablets has not been obtained by the Company within a year after the effective date of the Agreement, or (iii) upon 12 months prior written notice to the other
party if regulatory approval for the product has been withdrawn, or the Company has ceased commercialization of the product.
The
Agreement is otherwise subject to such terms and conditions as are reasonable and customary for commercial supply agreements of similar type.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to
the complete text of the Agreement, which will be filed with the Securities and Exchange Commission (the SEC) as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURE
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.
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MINERVA NEUROSCIENCES, INC.
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By:
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/s/ Geoffrey Race
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Name:
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Geoffrey Race
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Title:
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Executive Vice President, Chief Financial Officer and Chief Business Officer
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Date: September 24, 2019
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