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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  The reported share amount represents an aggregate of (i) 3,925,900 shares of common stock, par value $0.0001 per share (the "Common Stock") of Minerva Neurosciences, Inc. (the "Issuer"), which were converted automatically from 8,300 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") on December 23, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 782 shares of Series A Preferred Stock, which are convertible into 369,886 shares of Common Stock, and (iii) Preferred Tranche A Warrant to purchase an aggregate of 9,082 shares of Series A Preferred Stock, which are convertible into 4,295,786 shares of Common Stock. The reported share amount excludes Preferred Tranche B Warrant to purchase an aggregate of 4,541 shares of Series A Preferred Stock, which are convertible into 2,147,893 shares of Common Stock, because the Preferred Tranche B Warrant is not exercisable within 60 days hereof. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The percentage reported in row 11 herein is based on 43,274,398 shares of Common Stock of the Issuer outstanding as reported on the registration statement on Form S-3 filed with the Securities Exchange Commission (the "SEC") on December 23, 2025. The Series A Preferred Stock contains a provision that prevents these securities from being converted into shares of Common Stock, if such conversion would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein include (i) 369,886 shares of Common Stock convertible from 782 shares of Series A Preferred Stock and (ii) 4,295,786 shares of Common Stock convertible from 9,082 shares of Series A Preferred Stock that are exercisable from the Preferred Tranche A Warrant, without giving effect to the blocking provisions.


SCHEDULE 13G




Comment for Type of Reporting Person:  The reported share amount represents an aggregate of (i) 3,925,900 shares of Common Stock of the Issuer, which were converted automatically from 8,300 shares of the Issuer's Series Preferred Stock on December 23, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 782 shares of Series A Preferred Stock, which are convertible into 369,886 shares of Common Stock, and (iii) Preferred Tranche A Warrant to purchase an aggregate of 9,082 shares of Series A Preferred Stock, which are convertible into 4,295,786 shares of Common Stock. The reported share amount excludes Preferred Tranche B Warrant to purchase an aggregate of 4,541 shares of Series A Preferred Stock, which are convertible into 2,147,893 shares of Common Stock, because the Preferred Tranche B Warrant is not exercisable within 60 days hereof. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The percentage reported in row 11 herein is based on 43,274,398 shares of Common Stock of the Issuer outstanding as reported on the registration statement on Form S-3 filed with the SEC on December 23, 2025. The Series A Preferred Stock contains a provision that prevents these securities from being converted into shares of Common Stock, if such conversion would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein include (i) 369,886 shares of Common Stock convertible from 782 shares of Series A Preferred Stock and (ii) 4,295,786 shares of Common Stock convertible from 9,082 shares of Series A Preferred Stock that are exercisable from the Preferred Tranche A Warrant, without giving effect to the blocking provisions.


SCHEDULE 13G




Comment for Type of Reporting Person:  The reported share amount represents an aggregate of (i) 396,847 shares of Common Stock of the Issuer, which were converted automatically from 839 shares of the Issuer's Series Preferred Stock on December 23, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 79 shares of Series A Preferred Stock, which are convertible into 37,367 shares of Common Stock, and (iii) Preferred Tranche A Warrants to purchase an aggregate of 918 shares of Series A Preferred Stock, which are convertible into 434,214 shares of Common Stock. The reported share amount excludes Preferred Tranche B Warrant to purchase an aggregate of 459 shares of Series A Preferred Stock, which are convertible into 217,107 shares of Common Stock, because the Preferred Tranche B Warrant is not exercisable within 60 days hereof. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The percentage reported in row 11 herein is based on 43,274,398 shares of Common Stock of the Issuer outstanding as reported on the registration statement on Form S-3 filed with the SEC on December 23, 2025. The Series A Preferred Stock contains a provision that prevents these securities from being converted into shares of Common Stock, if such conversion would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein include (i) 37,367 shares of Common Stock convertible from 79 shares of Series A Preferred Stock and (ii) 434,214 shares of Common Stock convertible from 918 shares of Series A Preferred Stock that are exercisable from the Preferred Tranche A Warrant, without giving effect to the blocking provisions.


SCHEDULE 13G




Comment for Type of Reporting Person:  The reported share amount represents an aggregate of (i) 396,847 shares of Common Stock of the Issuer, which were converted automatically from 839 shares of the Issuer's Series Preferred Stock on December 23, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 79 shares of Series A Preferred Stock, which are convertible into 37,367 shares of Common Stock, and (iii) Preferred Tranche A Warrants to purchase an aggregate of 918 shares of Series A Preferred Stock, which are convertible into 434,214 shares of Common Stock. The reported share amount excludes Preferred Tranche B Warrant to purchase an aggregate of 459 shares of Series A Preferred Stock, which are convertible into 217,107 shares of Common Stock, because the Preferred Tranche B Warrant is not exercisable within 60 days hereof. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The percentage reported in row 11 herein is based on 43,274,398 shares of Common Stock of the Issuer outstanding as reported on the registration statement on Form S-3 filed with the SEC on December 23, 2025. The Series A Preferred Stock contains a provision that prevents these securities from being converted into shares of Common Stock, if such conversion would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein include (i) 37,367 shares of Common Stock convertible from 79 shares of Series A Preferred Stock and (ii) 434,214 shares of Common Stock convertible from 918 shares of Series A Preferred Stock that are exercisable from the Preferred Tranche A Warrant, without giving effect to the blocking provisions.


SCHEDULE 13G



 
Vivo Opportunity Fund Holdings, L.P.
 
Signature:/s/ Kevin Dai
Name/Title:Kevin Dai/Managing Member of Vivo Opportunity, LLC, General Partner
Date:12/31/2025
 
Vivo Opportunity, LLC
 
Signature:/s/ Kevin Dai
Name/Title:Kevin Dai/Managing Member
Date:12/31/2025
 
Vivo Opportunity Cayman Fund, L.P.
 
Signature:/s/ Kevin Dai
Name/Title:Kevin Dai/Managing Member of Vivo Opportunity Cayman, LLC, General Partner
Date:12/31/2025
 
Vivo Opportunity Cayman, LLC
 
Signature:/s/ Kevin Dai
Name/Title:Kevin Dai/Managing Member
Date:12/31/2025
Exhibit Information

99.1 Joint Filing Statement