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): May 30, 2017

Minerva Neurosciences, Inc.

(Exact name of registrant as specified in its charter)

(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:

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.  ☒

Term Sheet with Johnson and Johnson

On May 31, 2017, Minerva Neurosciences, Inc., a Delaware corporation (the “Company or “Minerva”) announced that Minerva and Johnson & Johnson (“J&J”) entered into a binding term sheet on May 30, 2017 (the “Term Sheet”) to amend that certain Co-Development and License Agreement between Minerva and Janssen Pharmaceutica NV, one of the Janssen Pharmaceutical Companies of J&J (“Janssen”), related to the Company’s MIN-202 product candidate. Minerva has also agreed to repurchase all Minerva stock held by J&J at a per share price of $0.0001.

Amendment to Co-Development and License Agreement

Pursuant to the terms of the Term Sheet, Minerva and Janssen will enter into an amendment (the “Amendment”) to the Co-Development and License Agreement pursuant to which Minerva will gain global strategic control of the development of MIN-202 to treat insomnia, and Janssen will forego its right to royalties on MIN-202 insomnia sales in Minerva territories. Minerva will retain its current rights to MIN-202 as adjunctive therapy for major depressive disorder (MDD), which include an exclusive license in the European Union, Switzerland, Liechtenstein, Iceland and Norway, with royalties payable by Minerva to Janssen, and royalties on sales payable by Janssen to Minerva elsewhere worldwide.

Janssen has agreed, pursuant to the Term Sheet, to make an upfront payment to Minerva of $30 million upon the effectiveness of the Amendment. Janssen has also agreed to make a $20 million payment at the start of a Phase 3 insomnia trial for MIN-202, a $20 million payment when 50% of the patients are enrolled in this trial, and further agreed to waive the remaining payments due from Minerva for Phase 2 development of MIN-202, which total approximately $13 million.

Upon the effectiveness of the Amendment, Minerva will assume all financial responsibility for Phase 3 development costs for MIN-202 in insomnia. The effectiveness of the Amendment is contingent upon the closing of J&J’s pending acquisition of Actelion Ltd. and approval by the European Commission.

Stock Repurchase Agreement

In connection with the Amendment, Minerva has also agreed to enter into a stock repurchase agreement with Johnson & Johnson Innovation-JJDC Inc. to repurchase all of the approximately 3.9 million shares of Minerva stock held by Johnson & Johnson Innovation-JJDC Inc. at a per share price of $0.0001, for an aggregate purchase price of approximately $389 (the “Stock Repurchase Agreement”). The effectiveness of the Stock Repurchase Agreement is contingent upon the closing of J&J’s pending acquisition of Actelion Ltd. and approval by the European Commission.

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein, as well as the full text of the contemplated Amendment and Stock Repurchase Agreement, which the Company intends to file with the Securities and Exchange Commission following their execution.

On May 31, 2017, the Company issued a press release relating to the Term Sheet described above, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(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.

Date: May 31, 2017

INDEX OF EXHIBITS