Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and the requirements of the Securities and Exchange Commission (“SEC”) in accordance with Regulation S-X, Rule 8-03. Under those rules, certain notes and financial information that are normally required for annual financial statements can be condensed or omitted. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2026, the results of operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2025 was derived from the audited annual financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2026.

Consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated.

Significant risks and uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.

The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk.

Marketable securities

Marketable securities consists of U.S. treasury securities, commercial paper, and corporate debt securities maturing in eleven months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities are classified as held-to-maturity and are carried under the amortized cost approach. The Company’s investments in U.S. treasury securities are classified as Level 1 within the fair value hierarchy and it’s investments in commercial paper and corporate debt securities are classified as Level 2. As of March 31, 2026, remaining final maturities of marketable securities ranged from June 2026 to March 2027, with a weighted average remaining maturity of approximately seven months. The Company did not hold any marketable securities as of December 31, 2025. The following table provides the amortized cost basis, unrealized gains/(losses) and the fair value of investments in held-to-maturity securities as of March 31, 2026:


	March 31, 2026
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Marketable securities:
U.S. Treasury securities	$	2,007,391	$	—	$	(731	)	$	2,006,660
Commercial paper		40,933,295		—		(69,328	)		40,863,967
Corporate debt securities		2,464,440		—		(6,490	)		2,457,950
Marketable securities:	$	45,405,126	$	—	$	(76,549	)	$	45,328,577

Restricted cash

Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $0.1 million at each of March 31, 2026 and December 31, 2025.

Deferred offering costs

Deferred offering costs consist of legal, accounting and other direct costs incurred in connection with the Company’s registration statement on Form S-3 (File No. 333-294203), which was declared effective by the SEC on March 19, 2026. These costs have been capitalized and will be offset against the proceeds of any future offering under the registration statement. If no offering is completed, such costs will be expensed.

Warrant liability

In conjunction with the issuance of Series A Preferred Stock and Preferred Tranche A and Tranche B Warrants, the Company established a warrant liability as of October 23, 2025, representing the fair value of the warrants issued, which was determined using a binomial valuation model. The Company accounts for these warrants as liabilities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, due to the Fundamental Transaction provisions contained and defined in both the Tranche A and Tranche B Warrants, as such provisions do not distinguish between transactions that are within the Company’s control and those that are not. Specifically, if, at any time while the warrants are outstanding, the Company shall enter into or be party to a Fundamental Transaction, then the Company (or the successor entity) shall purchase all outstanding warrants from the holders by paying to the holders cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of each warrant on the effective date of such Fundamental Transaction. As such, the warrant liability was initially measured at fair value and is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The warrant liability is measured using Level 3 inputs within the fair value hierarchy. See Note 7 for additional information regarding the warrant liability and related valuation assumptions.

Fair value of financial instruments

The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

The following tables present information about the Company’s assets and liabilities as of March 31, 2026 and December 31, 2025, measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:


	March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	24,701,228	$	24,701,228	$	—	$	—
U.S. Treasury securities	$	2,007,391	$	2,007,391	$	—	$	—
Commercial paper	$	40,933,295	$	—	$	40,933,295	$	—
Corporate debt securities	$	2,464,440	$	—	$	2,464,440	$	—
Liabilities:
Warrant liability	$	278,596,901	$	—	$	—	$	278,596,901

	December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	79,327,870	$	79,327,870	$	—	$	—
Liabilities:
Warrant liability	$	171,464,575	$	—	$	—	$	171,464,575

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, restricted cash, accounts payable, accrued expenses, warrant liability and liabilities related to the sale of future royalties. The carrying amounts of cash and cash equivalents, restricted cash, accounts payable, and accrued expenses approximate fair value because of their short-term nature. See Note 7 for additional information regarding the warrant liability and related valuation assumptions.

Segment information

Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The CODM evaluates performance of the segments based on net income (loss). The CODM also reviews operating results and previously forecasted financial information to make decisions about allocating resources and assessing performance for the entire Company.

The Company’s operations are organized into one operating and one reportable segment focused on the development and commercialization of roluperidone. The one operating segment is managed on a consolidated basis. The operating segment’s revenue would be generated from commercial sales or license agreements of roluperidone, however, roluperidone has not been approved for commercialization and the Company has not received any revenue in connection with the sale or license of roluperidone. Furthermore, except for most of Asia, the Company has global commercialization rights for roluperidone.

The CODM does not evaluate operating segments using asset or liability information and therefore it is not disclosed. The following table summarizes the reportable segment’s financial information:


	Three Months Ended March 31,
	2026			2025
Expenses
Research and development staff related expenses (1)	$	510,229		$	465,991
External research and development costs (2)		3,935,275			794,420
Research and development stock compensation expenses (non-cash)		737,937			99,699
General and administrative staff related expenses (1)		1,677,888			942,631
General and administrative stock compensation expenses (non-cash)		7,972,365			197,530
Total		14,833,694			2,500,271
Other segment expense, net (3)		1,837,858			1,402,613
Total expenses		16,671,552			3,902,884
Loss from operations		(16,671,552	)		(3,902,884	)
Reconciling items:
Foreign exchange (losses) gains		(1,804	)		(8,376	)
Investment income		629,602			158,288
Changes in fair value of the warrant liability		(109,360,630	)		—
Net loss	$	(125,404,384	)	$	(3,752,972	)

(1) Staff related expenses consist of salary, bonus, accrued settlement payments, and fringe benefits.

(2) External research and development expenses primarily consist of the C19 trial costs and consultant fees in 2026 and consultant fees in 2025.

(3) Other segment expense, net primarily consists of insurance, consultant, audit, legal, board, facilities, travel, and membership fees.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and are adopted by the Company as of the specified effective date.

Accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires public business entities to disclose detailed information about specific types of expenses that are relevant to certain line items on the income statement. This update is effective for us for annual periods beginning in our fiscal year ending December 31, 2027, and interim periods beginning in the first quarter of our fiscal year ending December 31, 2028. Early adoption is permitted. We are currently evaluating the impact that this update will have on our financial statement disclosures.