X0202 SCHEDULE 13G/A 0000909661 XXXXXXXX LIVE 2 Common Stock, $0.0001 par value per share (the "Shares") 06/30/2026 0001598646 Minerva Neurosciences, Inc. 603380205 1500 District Avenue Burlington MA 01803 Rule 13d-1(b) Farallon Capital Management, L.L.C. DE 0 4730000 0 4730000 4730000 9.7 IA OO Farallon Capital Partners, L.P. CA 0 0 0 0 0 0 PN Farallon Capital Institutional Partners, L.P. CA 0 0 0 0 0 0 PN Farallon Capital Institutional Partners II, L.P. CA 0 0 0 0 0 0 PN Farallon Capital Institutional Partners III, L.P. DE 0 0 0 0 0 0 PN Four Crossings Institutional Partners V, L.P. DE 0 0 0 0 0 0 PN Farallon Capital Offshore Investors II, L.P. E9 0 0 0 0 0 0 PN Farallon Capital (AM) Investors, L.P. DE 0 0 0 0 0 0 PN Farallon Capital F5 Master I, L.P. E9 0 0 0 0 0 0 PN Farallon Partners, L.L.C. DE 0 0 0 0 0 0 OO Farallon Institutional (GP) V, L.L.C. DE 0 0 0 0 0 0 OO Farallon F5 (GP), L.L.C. DE 0 0 0 0 0 0 OO Dapice Joshua J. X1 0 4730000 0 4730000 4730000 9.7 HC IN Dreyfuss, Philip D. X1 0 4730000 0 4730000 4730000 9.7 HC IN Dunn Hannah E. X1 0 4730000 0 4730000 4730000 9.7 HC IN Gehani, Varun N. X1 0 4730000 0 4730000 4730000 9.7 HC IN Giauque, Nicolas I0 0 4730000 0 4730000 4730000 9.7 HC IN Husen, Avner A. X1 0 4730000 0 4730000 4730000 9.7 HC IN Kim, David T. X1 0 4730000 0 4730000 4730000 9.7 HC IN Linn, Michael G. X1 0 4730000 0 4730000 4730000 9.7 HC IN Luo Patrick (Cheng) F4 0 4730000 0 4730000 4730000 9.7 HC IN Roberts, Jr., Thomas G. X1 0 4730000 0 4730000 4730000 9.7 HC IN Saito Edric C. X1 0 4730000 0 4730000 4730000 9.7 HC IN Short Daniel S. X1 0 4730000 0 4730000 4730000 9.7 HC IN Spokes, Andrew J. M. X0 0 4730000 0 4730000 4730000 9.7 HC IN Warren, John R. X1 0 4730000 0 4730000 4730000 9.7 HC IN Wehrly, Mark C. X1 0 4730000 0 4730000 4730000 9.7 HC IN Minerva Neurosciences, Inc. 1500 District Avenue, Burlington, MA 01803 This statement is filed by the entity and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager"), which is the investment manager of certain investment partnerships and vehicles, including the Farallon Funds (as defined in Item 4), with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the conversion of Series A Preferred Stock acquirable upon the exercise of Preferred Tranche A Warrants (each, as defined in Item 4); and (ii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Investment Manager, with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the conversion of Series A Preferred Stock acquirable upon the exercise of Preferred Tranche A Warrants: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); Avner A. Husen ("Husen"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Gehani, Giauque, Husen, Kim, Linn, Luo, Roberts, Saito, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The jurisdiction of organization of the Investment Manager is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom. N IA HC The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The securities reported hereby as beneficially owned by the Reporting Persons are held directly by the following investment partnerships, of which the Investment Manager is the investment manager: (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"); (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"); (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"); (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"); (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"); (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"); and (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"). FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the "Farallon Funds." As of the date requiring the filing of this statement, the Farallon Funds hold an aggregate of: (i) 2,365,000 Shares; and (ii) 5,000 Tranche A warrants (the "Preferred Tranche A Warrants"), each of which is exercisable to purchase one share of Series A convertible voting preferred stock (the "Series A Preferred Stock"). Each share of Series A Preferred Stock is convertible at the holder's option, subject to the Beneficial Ownership Limitation (as defined below), into 473 Shares. The terms of the Series A Preferred Stock provide that Series A Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the Shares then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date requiring the filing of this statement, the Beneficial Ownership Limitation does not prevent the Farallon Funds from acquiring any Series A Preferred Stock upon the exercise of Preferred Tranche A Warrants or from converting any such shares of Series A Preferred Stock into Shares. Accordingly, in providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that all of the aggregate 5,000 shares of Series A Preferred Stock acquirable by the Farallon Funds upon the exercise of Preferred Tranche A Warrants are convertible within 60 days of the date hereof and therefore confer beneficial ownership of the underlying Shares. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. Y N The Farallon Funds have the right to receive dividends from, and the proceeds from the sale of, the securities of the Issuer beneficially owned by the Reporting Persons. Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) Farallon Capital Management, L.L.C. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital Partners, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital Institutional Partners, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital Institutional Partners II, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital Institutional Partners III, L.P. /s/ Hannah E. Dunn 08/13/2026 Four Crossings Institutional Partners V, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital Offshore Investors II, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital (AM) Investors, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Capital F5 Master I, L.P. /s/ Hannah E. Dunn 08/13/2026 Farallon Partners, L.L.C. /s/ Hannah E. Dunn 08/13/2026 Farallon Institutional (GP) V, L.L.C. /s/ Hannah E. Dunn 08/13/2026 Farallon F5 (GP), L.L.C. /s/ Hannah E. Dunn 08/13/2026 Dapice Joshua J. /s/ Hannah E. Dunn 08/13/2026 Dreyfuss, Philip D. /s/ Hannah E. Dunn 08/13/2026 Dunn Hannah E. /s/ Hannah E. Dunn 08/13/2026 Gehani, Varun N. /s/ Hannah E. Dunn 08/13/2026 Giauque, Nicolas /s/ Hannah E. Dunn 08/13/2026 Husen, Avner A. /s/ Hannah E. Dunn 08/13/2026 Kim, David T. /s/ Hannah E. Dunn 08/13/2026 Linn, Michael G. /s/ Hannah E. Dunn 08/13/2026 Luo Patrick (Cheng) /s/ Hannah E. Dunn 08/13/2026 Roberts, Jr., Thomas G. /s/ Hannah E. Dunn 08/13/2026 Saito Edric C. /s/ Hannah E. Dunn 08/13/2026 Short Daniel S. /s/ Hannah E. Dunn 08/13/2026 Spokes, Andrew J. M. /s/ Hannah E. Dunn 08/13/2026 Warren, John R. /s/ Hannah E. Dunn 08/13/2026 Wehrly, Mark C. /s/ Hannah E. Dunn 08/13/2026 Each of Farallon Partners, L.L.C., Farallon Institutional (GP) V, L.L.C., and Farallon F5 (GP), L.L.C. has executed this statement in Mill Valley, California, on behalf of itself and each fund for which it is the general partner.