Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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MINERVA NEUROSCIENCES, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
603380106 (CUSIP Number) |
Boehringer Ingelheim Int. GmbH Binger Strasse 173, Attn: Head of Corp. Legal Gov. and M&A Ingelheim am Rhein, 2M, 55216 49613277171954 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 603380106 |
| 1 |
Name of reporting person
Boehringer AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Securities reflected in rows 8, 10 and 11 comprised of 1,275,000 shares of Common Stock (as defined herein) and an additional 225,225 shares of Common Stock receivable upon exercise of a Pre-Funded Warrant (as defined herein). All securities are held directly by Boehringer Ingelheim International GmbH ("International GmbH"), a wholly owned indirect subsidiary of C. H. Boehringer Sohn AG & Co. KG ("Parent"). Boehringer AG (the "GP") is the General Partner of Parent. The GP and International GmbH may each be deemed to have shared voting and dispositive power over all of the securities. (2) Percentage in row 13 based on (i) 43,274,398 shares of Common Stock issued and outstanding as of December 23, 2025, as reported by Minerva Neurosciences, Inc. (the "Issuer") in its Registration Statement on Form S-3 filed on December 23, 2025 and (ii) 225,225 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of a Pre-Funded Warrant held by International GmbH.
SCHEDULE 13D
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| CUSIP No. | 603380106 |
| 1 |
Name of reporting person
Boehringer Ingelheim International GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Securities reflected in rows 8, 10 and 11 comprised of 1,275,000 shares of Common Stock and an additional 225,225 shares of Common Stock receivable upon exercise of a Pre-Funded Warrant. All securities are held directly by International GmbH, a wholly owned indirect subsidiary of Parent. The GP is the General Partner of Parent. The GP and International GmbH may each be deemed to have shared voting and dispositive power over all of the securities. (2) Percentage in row 13 based on (i) 43,274,398 shares of Common Stock issued and outstanding as of December 23, 2025, as reported by the Issuer in its Registration Statement on Form S-3 filed on December 23, 2025 and (ii) 225,225 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of a Pre-Funded Warrant held by International GmbH.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
MINERVA NEUROSCIENCES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1500 District Avenue, Burlington,
MASSACHUSETTS
, 01803. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends as set forth below a statement on Schedule 13D filed by the Reporting Persons (as defined herein) on July 7, 2023 (the "Original Filing") with respect to shares of Common Stock and a pre-funded warrant to purchase the same (the "Pre-Funded Warrant"). On December 23, 2025, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the Common Stock as a result in the increase in the shares of Common Stock outstanding. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 is being filed on behalf of each of the following persons (each a "Reporting Person" and, together, the "Reporting Persons"): (i) Boehringer AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "GP"); and (ii) Boehringer Ingelheim International GmbH, a limited liability company (Gesellschaft mit beschrankter Haftung) organized under the laws of the Federal Republic of Germany ("International GmbH"). | |
| (b) | The principal business address of each of the GP and International GmbH is Binger Strasse 173, 55216 Ingelheim am Rhein, Germany. | |
| (c) | There are no material updates to the Original Filing. | |
| (d) | During the last five years, neither of the Reporting Persons nor any person named in Schedule I (consisting of the members of the Board of Managers and Supervisory Board of the GP and of the Board of Managers of International GmbH) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither of the Reporting Persons nor any person named in Schedule I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of the Reporting Persons is organized under the laws of the Federal Republic of Germany. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
There are no material updates to the Original Filing. | ||
| Item 4. | Purpose of Transaction | |
There are no material updates to the Original Filing. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | GP 1,500,225 3.4% International GmbH 1,500,225 3.4% | |
| (b) | (i) Sole power to vote or to direct the vote GP 0 International GmbH 0 (ii) Shared power to vote or to direct the vote GP 1,500,225 International GmbH 1,500,225 (iii) Sole power to dispose or to direct the disposition of GP 0 International GmbH 0 (iv) Shared power to dispose or to direct the disposition of GP 1,500,225 International GmbH 1,500,225 International GmbH is a wholly owned indirect subsidiary of C. H. Boehringer Sohn AG & Co. KG ("Parent"). The GP is the General Partner of Parent. The GP and International GmbH may each be deemed to have shared voting and dispositive power over all of the securities. None of the individuals listed on Schedule I beneficially own any Common Stock. | |
| (c) | Neither the Reporting Persons nor any of the individuals listed on Schedule I have effected any transactions in the Common Stock during the past sixty days. The decrease in percentage of beneficial ownership reported in this Amendment No. 1 results solely from an increase in the number of outstanding shares of Common Stock. | |
| (d) | Not applicable | |
| (e) | December 23, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no material updates to the Original Filing. | ||
| Item 7. | Material to be Filed as Exhibits. | |
There are no material updates to the Original Filing. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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