As confidentially submitted to the Securities and Exchange Commission on March 31, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Minerva Neurosciences, Inc.
(Exact name of registrant as specified in its charter)

Rogerio Vivaldi Coelho
Chief Executive Officer
245 First Street
Suite 1800
Cambridge, MA 02142
(617) 444-8444
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Confidential Draft Submission No.2 (Submission No.2) to the Registration Statement on Form S-1 of Minerva Neurosciences, Inc. (Registration Statement) is being submitted solely for the purpose of submitting certain exhibits indicated in Part II of this Submission No.2. This Submission No. 2 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale and distribution of the common stock being registered. All amounts are estimates except for the SEC registration fee, the FINRA filing fee, and the NASDAQ Global Market listing fee.


SEC registration fee	$	*
FINRA filing fee		*
NASDAQ Global Select Market listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Transfer agent and registrar fees and expenses		*
Blue sky fees and expenses		*
Miscellaneous fees and expenses		*


Total	$	*

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (referred to as the "DGCL") authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended.

The certificate of incorporation of the Registrant that will be in effect at the closing of this offering provides for indemnification of the Registrant's directors, officers, team members, and other agents to the maximum extent permitted by the DGCL, and the bylaws that will be in effect at the closing of this offering provide for indemnification of the directors, officers, team members, and other agents to the maximum extent permitted by the DGCL.

In addition, the Registrant has entered into indemnification agreements with its directors and officers containing provisions which are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements require the Registrant, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, and amended, that might be incurred by any director or officer in his capacity as such.

The underwriters are obligated, under certain circumstances, pursuant to the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify the Registrant, its officers, and directors against liabilities under the Securities Act of 1933, as amended.

Since January 1, 2011, we sold an aggregate of 3,150,000 shares of common stock to six accredited investors at a purchase price of $1.00 per share for total proceeds of $3,150,000.

In February and April 2012, we issued in exchange for services an aggregate of 368,590 shares of common stock to one of our consultants for an aggregate purchase price at par value for total proceeds of $36.85.

In April 2012, we issued 2,875,000 shares of common stock to an accredited investor in exchange for a note payable of approximately $3.1 million (or approximately $1.06 per share). In December 2013, we issued 97,737 shares of common stock to the same investor in exchange for a note payable of $97,737 (or approximately $1.00 per share).

In December 2013, we issued in exchange for services 85,806 shares of common stock to one of our consultants for an aggregate purchase price at par value for total proceeds of $8.58.

Since January 1, 2011, we granted to our directors, officers and a consultant options to purchase an aggregate of 2,263,661 shares of our common stock under our equity compensation plans at an exercise price of $2.71 per share.

During November 2013, we issued convertible promissory notes with a stated interest rate of 8% per annum for approximately $1.3 million in aggregate to six accredited investors.

During 2011 and 2012, we issued warrants to purchase 175,000 shares of our common stock to an accredited investor at an exercise price of $1.06 per share.

Since January 1, 2011, we issued an aggregate of 13,667,316 shares of our common stock in connection with our acquisitions of certain companies or their assets.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(2) or Regulation S of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

		Description of Exhibit

3.2	*	Form of Bylaws of the Registrant to be in effect upon the closing of this offering
3.3	^	Amended and Restated Certificate of Incorporation of the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc. currently in effect
3.4	^	Certificate of Merger Merging Sonkei Pharmaceuticals, Inc. with and into Cyrenaic Pharmaceuticals, Inc., dated as of November 12, 2013
3.5	^	Bylaws of the Registrant (f/k/a Cyrenaic Pharmaceuticals, Inc.) currently in effect
4.1	*	Form of Common Stock Certificate
4.2	^	Investor Rights Agreement among the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc. and certain of its security holders, dated as of August 29, 2007
4.3	^	Amendment No. 1 to Investor Rights Agreement among the Registrant and certain of its security holders, dated as of December 20, 2013
4.4	^	Promissory Note between Wint2felden Holding SA and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of March 30, 2012
4.5	^	Promissory Note between Wint2felden Holding SA and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of April 26, 2012
4.6	^	Promissory Note between Wint2felden Holding SA and the Registrant, dated as of December 20, 2013
5.1	*	Opinion of Morgan, Lewis & Bockius LLP
10.1	*	Form of the Indemnification Agreement between the Registrant and each of its directors and executive officers
10.2	#	License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of August 30, 2007
10.3	#	Amendment to License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of June 16, 2011
10.4	#	Second Amendment to License Agreement between Mitsubishi Pharma Corporation and the Registrant, dated as of January 20, 2014
10.5	#	License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of September 1, 2008
10.6	#	Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of January 20, 2014
10.7	#	Co-Development and License Agreement between Janssen Pharmaceutica, N.V. and the Registrant, dated as of February 12, 2014
10.8	†^	Employment Agreement between Rogerio Vivaldi Coelho and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of October 4, 2013, and amendment thereto dated as of December 30, 2013
10.9	†^	Employment Agreement between Joseph Reilly and the Registrant, dated as of December 23, 2013
10.10	†^	Letter Agreement between Marc D. Beer and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of October 16, 2013

Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the financial statements or related notes.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, State of Massachusetts, on , 2014.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rogerio Vivaldi and Geoff Race, and each one of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

		Description of Exhibit

1.1	*	Form of Underwriting Agreement
3.1	*	Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon the closing of this offering
3.2	*	Form of Bylaws of the Registrant to be in effect upon the closing of this offering
3.3	^	Amended and Restated Certificate of Incorporation of the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc. currently in effect
3.4	^	Certificate of Merger Merging Sonkei Pharmaceuticals, Inc. with and into Cyrenaic Pharmaceuticals, Inc., dated as of November 12, 2013
3.5	^	Bylaws of the Registrant (f/k/a Cyrenaic Pharmaceuticals, Inc.) currently in effect
4.1	*	Form of Common Stock Certificate
4.2	^	Investor Rights Agreement among the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc. and certain of its security holders, dated as of August 29, 2007
4.3	^	Amendment No. 1 to Investor Rights Agreement among the Registrant and certain of its security holders, dated as of December 20, 2013
4.4	^	Promissory Note between Wint2felden Holding SA and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of March 30, 2012
4.5	^	Promissory Note between Wint2felden Holding SA and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of April 26, 2012
4.6	^	Promissory Note between Wint2felden Holding SA and the Registrant, dated as of December 20, 2013
5.1	*	Opinion of Morgan, Lewis & Bockius LLP
10.1	*	Form of the Indemnification Agreement between the Registrant and each of its directors and executive officers
10.2	#	License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of August 30, 2007
10.3	#	Amendment to License Agreement between Mitsubishi Pharma Corporation and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of June 16, 2011
10.4	#	Second Amendment to License Agreement between Mitsubishi Pharma Corporation and the Registrant, dated as of January 20, 2014
10.5	#	License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant as successor in interest to Sonkei Pharmaceuticals, Inc., dated as of September 1, 2008
10.6	#	Amendment to License Agreement between Mitsubishi Tanabe Pharma Corporation and the Registrant, dated as of January 20, 2014
10.7	#	Co-Development and License Agreement between Janssen Pharmaceutica, N.V. and the Registrant, dated as of February 12, 2014
10.8	†^	Employment Agreement between Rogerio Vivaldi Coelho and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of October 4, 2013, and amendment thereto dated as of December 30, 2013

		Description of Exhibit

10.9	†^	Employment Agreement between Joseph Reilly and the Registrant, dated as of December 23, 2013
10.10	†^	Letter Agreement between Marc D. Beer and the Registrant f/k/a Cyrenaic Pharmaceuticals, Inc., dated as of October 16, 2013
21.1	^	List of subsidiaries
23.1	*	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
23.2	*	Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.3	*	Consent of Deloitte & Touche LLP, independent auditors
23.4	*	Consent of PricewaterhouseCoopers SA, independent auditors
24.1	*	Power of Attorney


Delaware	2834	26-0784194
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
245 First Street Suite 1800 Cambridge, MA 02142 (617) 444-8444 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)


Large accelerated filer o		Accelerated filer o
Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)




Common Stock, $0.0001 par value per share	$	$

Signature	Title	Date


Rogerio Vivaldi Coelho	President, Chief Executive Officer and Director (Principal Executive Officer)	, 2014
Geoff Race	Chief Financial Officer (Principal Financial and Accounting Officer)	, 2014
Marc Beer	Director	, 2014

Signature	Title	Date


Francesco de Rubertis	Director	, 2014
Michèle Ollier	Director	, 2014
Lorenzo Pellegrini	Director	, 2014
Robert Seltzer	Director	, 2014


David W. Pollak Denis Segota Morgan Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 (212) 309-6000		Nicole Brookshire Darren K. DeStefano Charles S. Kim Cooley LLP 500 Boylston Street, 14th Floor Boston, MA 02116 (617) 937-2300


		MINERVA NEUROSCIENCES, INC.
		By:		Rogerio Vivaldi Coelho President, Chief Executive Officer and Director