Current Report Filing (8-k)

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): June 30, 2020

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)

(I.R.S. Employer

Identification No.)

1601 Trapelo Road

Suite 286

Waltham, MA

(Address of principal executive offices)

02451

(Zip Code)

(Registrant’s 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))

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 Global 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

On June 30, 2020, Minerva Neurosciences, Inc. (the “Company”) notified its President, Rick Russell, that it terminated his employment without cause, effective as of June 30, 2020. Such decision was the result of the Company’s alignment of human and financial resources with its focus on establishing a path to approval of its lead compound, roluperidone. As contemplated by Mr. Russell’s offer letter dated October 31, 2017, which was filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2017, Mr. Russell is entitled to receive a severance payment equal to continued payment of 12 months of his annualized base salary at the time of termination, payment of the pro-rata portion of his annual bonus for 2020 and immediate vesting of any unvested options, restricted stock, restricted stock units and other equity awards granted to Mr. Russell and outstanding immediately prior to the date of termination that would have vested during the 12-month period immediately following the termination date.

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.


MINERVA NEUROSCIENCES, INC.
By:		/s/ Geoffrey Race
Name:		Geoffrey Race
Title:		Executive Vice President, Chief Financial Officer and Chief Business Officer