Minerva
NERV

From March 31, 2023 to June 30, 2023 Issuance of common stock and warrants pursuant to a private placement Vesting of performance-based restricted stock units

From December 31, 2021 to December 31, 2022 Adjustments due to the rounding impact from the reverse stock split for fractional shares

On June 17, 2022, Minerva Neurosciences, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-eight (1-for-8) reverse stock split of its outstanding common stock.

From December 31, 2019 to December 31, 2020 Exercise of stock options Issuance of common stock in a public offering Vesting of restricted stock units

From June 30, 2020 to September 30, 2020 Issuance of common stock in a public offering Vesting of restricted stock units

From March 31, 2020 to June 30, 2020 Exercise of stock options Issuance of common stock in a public offering

From January 1, 2020 to March 31, 2020 Exercise of stock options

From December 31, 2018 to December 31, 2019 Exercise of stock options Vesting of restricted stock units

From January 1, 2019 to March 31, 2019 Exercise of stock options

From December 31, 2017 to December 31, 2018 Exercise of stock options Vesting of restricted stock units

from January 1, 2018 to September 30, 2018 Stock option exercise

from December 31, 2016 to December 31, 2017 Repurchase of common stock Issuance of common stock in a public offering, net of issuance costs of $2,944,168 Exercise of common stock warrants Exercise of stock options Vesting of restricted stock units

from January 1, 2017 to September 30, 2017 Exercise of common stock warrants Exercise of stock options Issuance of common stock in a public offering, net of issuance costs of $2,944,168 Repurchase of common stock

from January 1, 2017 to June 30, 2017 Exercise of common stock warrants Exercise of stock options

from January 1, 2017 to March 31, 2017 Exercise of common stock warrants Exercise of stock options

From December 31, 2015 to December 31, 2016 Issuance of common stock in a public offering, net of issuance costs of $3,832,004 Issuance of common stock pursuant to a private placement Exercise of common stock warrants Exercise of stock options

From January 1, 2016 to September 30, 2016 Exercise of common stock warrants Exercise of stock options Issuance of common stock in a public offering, net of issuance costs of $3,842,004 Issuance of common stock pursuant to a private placement

From December 31, 2015 to June 30, 2016 Exercise of common stock warrants Issuance of common stock in a public offering, net of issuance costs of $3,842,004 Issuance of common stock pursuant to a private placement

from December 31, 2015 to March 31, 2016 Exercise of common stock warrants Issuance of common stock

In January and February 2016, certain investors in our March 2015 private placement exercised their warrants and received an aggregate of 3,039,514 shares of our common stock.

From December 31, 2014 to March 31, 2015 Issuance of common stock and warrants pursuant to a private placement, net of issuance costs of $2,466,984

from December 31, 2013 to September 30, 2014 Issuance of shares for business acquisition Issuance of common stock pursuant to an initial public offering and concurrent private placements, net of issuance costs Vesting of common shares issued Conversion of debt and interest to common stock Gives effect to the 1-for-3.5 reverse stock split of our common stock effected on June 9, 2014.

the conversion of outstanding convertible promissory notes in principal amounts of $1.3 million issued in November 2013 and 0.5 million (or $0.7 million, as converted) assumed in connection with the Sonkei Merger in November 2013, collectively referred to as the 2013 Notes, including accrued interest thereon, into an aggregate of 351,595 shares of common stock upon the closing of this offering, at the initial public offering price of $6.00 per share; for purposes of this prospectus, assuming a closing date of June 30, 2014; the sale of $19.7 million of our common stock to Johnson & Johnson Development Corporation, or JJDC, an affiliate of Janssen, or 3,284,353 shares, in a private placement concurrent with the closing of this offering at the initial public offering price of $6.00 per share, and our subsequent upfront payment of $22.0 million to Janssen in connection with the co-development and license agreement that will become effective upon the closing of this offering, collectively referred to as the Janssen Transactions; the sale of $4.0 million of our common stock to certain former shareholders of Mind-NRG, or 666,666 shares, in a private placement concurrent with the closing of this offering, at the initial public offering price of $6.00 per share; the acquisition of the license to intellectual property rights to MIN-202 under the co-development and license agreement with Janssen, which will become effective upon the closing of this offering; gives effect to the 1-for-3.5 reverse stock split of our common stock effected on June 9, 2014.

from December 31, 2013 to June 30, 2014 Issuance of shares for business acquisition Vesting of common shares issued

from December 31, 2013 to June 10, 2014 Issuance of shares for business combination the 1-for-3.5 reverse stock split of our common stock effected on June 9, 2014

from December 31,2012 to December 31,2013 Sale of common stock for cash at $1.00 per share Issuance of shares for business acquisition Issuance of common stock to a consultant