As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273686
PROSPECTUS
Up to 2,000,575 Shares of Common Stock
Offered by the Selling Stockholders
This prospectus
relates to the resale from time to time of up to 2,000,575 shares of common stock, par value $0.0001 per share, of Minerva Neurosciences, Inc. (the Common Stock) by the selling stockholders listed on page 9 (the Selling
Stockholders), including their pledgees, assignees, donees, transferees or their respective successors-in-interest, which consist of 1,425,000 outstanding shares
of our Common Stock held by the Selling Stockholders and 575,575 shares of our Common Stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of our Common Stock held by the
Selling Stockholders. We will not receive any proceeds from the sale of the shares offered by this prospectus, except the exercise price of $0.01 per share of any of the pre-funded warrants exercised for cash.
We have agreed, pursuant to a securities purchase agreement that we have entered into with the Selling Stockholders, to bear all of the
expenses incurred in connection with the registration of these shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale
of these shares of our Common Stock.
The Selling Stockholders identified in this prospectus, or their pledgees, assignees, donees,
transferees or their respective successors-in-interest, may offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage
transactions or through any other means described in this prospectus under the caption Plan of Distribution. The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at
negotiated prices. For a list of the Selling Stockholders, see the section entitled Selling Stockholders on page 9.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, any amendments or supplements and the information incorporated by reference in this prospectus and any
applicable amendment or prospectus supplement carefully before you make your investment decision.
Our Common Stock is traded on The Nasdaq
Capital Market under the symbol NERV. On August 3, 2023, the last reported sale price of our Common Stock was $10.11 per share. You are urged to obtain current market quotations for our Common Stock.
Investing in our Common Stock involves a high degree of risk. You should carefully read and consider the section entitled Risk
Factors on page 7 and the risk factors included in our periodic reports filed with the Securities and Exchange Commission, in any applicable prospectus supplement and in any other documents we file with the SEC.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of
this prospectus is August 9, 2023.