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Published on 1/20/2015 in the Prospect News PIPE Daily.

Minerva negotiates $15 million 7.05% loan agreement with two investors

Two-tranche deal with Oxford and Silicon Valley also includes warrants

By Devika Patel

Knoxville, Tenn., Jan. 20 – Minerva Neurosciences, Inc. arranged a $15 million loan with Oxford Finance LLC and Silicon Valley Bank on Jan. 16, according to an 8-K filed Tuesday with the Securities and Exchange Commission. The company drew down $10 million at settlement and may settle one additional tranche of up to $5 million.

The first-tranche loan accrues interest at 7.05%. The second-tranche loan of $5 million will accrue interest at a fixed rate calculated at the greater of 7.05% or the Prime rate as quoted in the Wall Street Journal three business days preceding settlement of the second tranche, plus 380 basis points. Both tranches mature on Aug. 1, 2018. The loans may be called at prices ranging from 101 to 103.

Oxford and Silicon Valley also received warrants for 40,790 shares. The warrants are exercisable at $5.516 for 10 years. The strike price is a 20.17% premium to the Jan. 15 closing price of $4.59.

The company paid a facility fee of $75,000.

The clinical-stage biopharmaceutical company is based in Cambridge, Mass.

Issuer:Minerva Neurosciences, Inc.
Issue:Loan
Amount:$15 million
Maturity:Aug. 1, 2018
Coupon:7.05% (for $10 million), the greater of 7.05% or the Prime rate as quoted in Wall Street Journal three business days preceding settlement of the second tranche, plus 380 basis points (for $5 million)
Call:At 101 to 103
Warrants:For 40,790 shares
Warrant expiration:10 years
Warrant strike price:$5.516
Investor:Oxford Finance LLC and Silicon Valley Bank
Fees:$75,000
Settlement date:Jan. 16 (for $10 million)
Stock symbol:Nasdaq: NERV
Stock price:$4.59 at close Jan. 15
Market capitalization:$85.74 million

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