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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Minerva Surgical, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 4, 2024 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40919 Minerva Surgical, Inc. (Exact name of registrant as specified i |
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| December 26, 2023 |
Registration No. 333-260471 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Minerva Surgical, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3422906 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 4255 Burton Dr., Sa |
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| December 26, 2023 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40919 Minerva Surgical, Inc. The Nasdaq Stock Market LLC (Exact name of registrant as specified in its charter, and name of Exchange where security is listed and/or registered) |
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| December 15, 2023 |
Minerva Surgical, Inc. Announces Voluntary SEC Deregistration and Nasdaq Delisting Exhibit 99.1 Minerva Surgical, Inc. Announces Voluntary SEC Deregistration and Nasdaq Delisting Santa Clara, Calif. – December 15, 2023 (EIN Presswire) – Minerva Surgical, Inc. (Nasdaq: UTRS) (“Minerva Surgical” or the “Company”), a women's health company focused on solutions to meet the distinct uterine healthcare needs of women, today announced its voluntary decision to deregister its common sto |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 15, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 13, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| November 13, 2023 |
Minerva Surgical Reports Third Quarter 2023 Financial Results Santa Clara, Calif. – November 13, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women's health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported third quarter financial results for the period ended September 30, 2023. Third Quarter Hi |
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| November 13, 2023 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. a Delaware corporation (Effective September 29, 2023) Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the Sta |
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| November 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) Amendment No. 1 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 MINERVA SURGICAL, INC. (Name of the Issuer) ACCELMED PARTNERS II L.P. ACCELMED PARTNERS II GP L.P. ACCELMED PARTNERS II, LLC URI GEIGER (Name of Persons Filing Statement) Common Stock, $0.001 par value pe |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 13, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 29, 2023 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 28, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 28, 2023 |
UTRS / Minerva Surgical Inc / Accelmed Partners II L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 60343F106 (CUSIP Number) Accelmed Partners II L.P. Ugland House, South Church Street PO Box 309 Grand Cayman KY1-1104, Cayman Islands Attn: Uri |
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| September 28, 2023 |
Exhibit (d)-7 DESIGNEE LETTER February 9, 2023 Accelmed Partners II LP 848 Brickell Avenue Miami, FL 33131 Re: Acceptance of Designation and Agreements in Connection Therewith Ladies and Gentlemen: This consent and irrevocable resignation is delivered pursuant to Section 6. |
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| September 28, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (RULE 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 MINERVA SURGICAL, INC. (Name of the Issuer) ACCELMED PARTNERS II L.P. ACCELMED PARTNERS II GP ACCELMED PARTNERS II, LLC URI GEIGER (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Cla |
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| September 28, 2023 |
Minerva Surgical, Inc. Announces 1-for-20 Reverse Stock Split Minerva Surgical, Inc. Announces 1-for-20 Reverse Stock Split Santa Clara, Calif. – September 28, 2023 (EIN Presswire) – Minerva Surgical, Inc. (Nasdaq: UTRS) (“Minerva Surgical” or the “Company”), a women's health company focused on solutions to meet the distinct uterine healthcare needs of women, announces that it will effect a reverse stock split of its outstanding shares of common stock at a r |
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| September 28, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) MINERVA SURGICAL, INC. |
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| September 28, 2023 |
Exhibit (d)-8 DESIGNEE LETTER February 9, 2023 Accelmed Partners II LP 848 Brickell Avenue Miami, FL 33131 Re: Acceptance of Designation and Agreements in Connection Therewith Ladies and Gentlemen: This consent and irrevocable resignation is delivered pursuant to Section 6. |
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| September 28, 2023 |
Exhibit (d)-6 DESIGNEE LETTER February 9, 2023 Accelmed Partners II LP 848 Brickell Avenue Miami, FL 33131 Re: Acceptance of Designation and Agreements in Connection Therewith Ladies and Gentlemen: This consent and irrevocable resignation is delivered pursuant to Section 6. |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 28, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 28, 2023 |
Exhibit (d)-9 FORM OF LOCK-UP AGREEMENT PIPER SANDLER & CO. As Placement Agent Accelmed Partners II LP 848 Brickell Avenue Miami, FL 33131 New Enterprise Associates 13 L.P. 1954 Greenspring Drive, Suite 600, Timonium MD 21093 As Purchasers c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Re: Minerva Surgical, Inc. — Private Placement Ladies and Gentlemen: |
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| September 28, 2023 |
Exhibit (d)-5 DESIGNEE LETTER February 9, 2023 Accelmed Partners II LP 848 Brickell Avenue Miami, FL 33131 Re: Acceptance of Designation and Agreements in Connection Therewith Ladies and Gentlemen: This consent and irrevocable resignation is delivered pursuant to Section 6. |
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| September 28, 2023 |
Share Purchase Agreement dated September 28, 2023 SHARE PURCHASE AGREEMENT BY AND BETWEEN MINERVA SURGICAL, INC., AND ACCELMED PARTNERS II L.P. SEPTEMBER 28, 2023 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Shares 7 2.1 Purchase and Sale 7 2.2 Closing 7 3. Representations and Warranties of the Company 8 3.1 Organization and Power 8 3.2 Capitalization 8 3.3 Agreements with Securityholders 9 3.4 Authorization 9 3.5 Valid Issuance; Re |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| August 2, 2023 |
Minerva Surgical Reports Second Quarter 2023 Financial Results Santa Clara, Calif. |
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| August 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 7, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 60343F106 (CUSIP Number) New Enterprise Associates Attn: Louis S. Citron, Esq. 1954 Greenspring Drive, Suite 600 Timonium, MD 21093 (410) 8 |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 1, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| July 6, 2023 |
UTRS / Minerva Surgical Inc / Accelmed Partners II L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 60343F106 (CUSIP Number) Accelmed Partners II L.P. Ugland House, South Church Street PO Box 309 Grand Cayman KY1-1104, Cayman Islands Attn: Uri |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| May 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 2, 2023 |
Exhibit 99.1 Minerva Surgical Reports First Quarter 2023 Financial Results Santa Clara, Calif. – May 2, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women's health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported first quarter financial results for the period ended March 31, 2023. First Quarter |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. |
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| May 1, 2023 |
Confirmatory Employment Letter by and between the registrant and Joel R. Jung. Exhibit 10.27 Minerva Surgical, Inc. Confirmatory Employment Letter [Date] Dear Joel: This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1. Position. Your |
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| March 22, 2023 |
Lease by and between the registrant and Washcop Limited Partnership dated July 29, 2022. EXHIBIT 10.20 MISSION PARK L E A S E BY AND BETWEEN WASHCOP I LIMITED PARTNERSHIP, a Delaware limited partnership AND MINERVA SURGICAL, INC., a Delaware corporation Table of Contents 1. Basic Lease Terms. 1 2. Delivery of Possession and Commencement; Landlord’s Work. 2 3. Lease Term 3 4. Rent Payment. 3 5. Security Deposit. 6. Use of the Premises; Hazardous Materials. 6 7. Utility Charges; Buildin |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| March 22, 2023 |
Description of the Registrant’s Securities. Exhibit 4.6 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Minerva Surgical, Inc. (the Company) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): our common stock, par value $0.001 per share. As used in this summary, the terms "the Company," "we," "our" |
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| March 21, 2023 |
Minerva Surgical, Inc. Statements of Operations (in thousands, except share and per share amounts) Exhibit 99.1 Minerva Surgical Reports Fourth Quarter and Full-Year 2022 Financial Results Santa Clara, Calif. – March 21, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported fourth quarter and full-year financial results for the period en |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 21, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 21, 2023 |
Minerva Surgical Announces the Appointment of Kaile Zagger as Chief Commercial Officer Exhibit 99.2 Minerva Surgical Announces the Appointment of Kaile Zagger as Chief Commercial Officer SANTA CLARA, Calif., March 21, 2023 — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical), a women's health company focused on solutions to meet the distinct uterine healthcare needs of women, announced today the appointment of Kaile Zagger as its new Chief Commercial Officer. Ms. Zagger’s lead |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 10, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 1, 2023 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 21, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 60343F106 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-400 |
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| February 10, 2023 |
US60343F1066 / MINERVA SURGICAL INC / CVF, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 60343F106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 9, 2023 |
EX-99.2 2 brhc10047657ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001 per share, of Minerva Surgical, Inc. (this “Agree |
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| February 9, 2023 |
Amended and Restated Bylaws of the registrant, dated February 7, 2023. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MINERVA SURGICAL, INC. (effective as of February 7, 2023) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 8 2.6 QUORUM 8 2.7 ADJOU |
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| February 9, 2023 |
US60343F1066 / MINERVA SURGICAL INC / Accelmed Partners II L.P. - SC 13D Activist Investment SC 13D 1 brhc10047657sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 60343F106 (CUSIP Number) Accelmed Partners II L.P. Ugland House, South Church Street PO Box 309 Grand Caym |
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| February 9, 2023 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of February 9, 2023 by and among Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the undersigned purchasers (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company and the Purchasers are |
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| February 9, 2023 |
Minerva Surgical Closes $30 Million Private Placement of Common Stock Exhibit 99.1 Minerva Surgical Closes $30 Million Private Placement of Common Stock Santa Clara, Calif. – February 9, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it has closed on the sale of 146,627,565 shares of its common stock in a privat |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 9, 2023 |
Amended and Restated Certificate of Incorporation of the registrant, dated February 7, 2023. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. a Delaware corporation Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on November 3, 2 |
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| January 24, 2023 |
SC 13D/A 1 nea13-minerva18688.htm NEW ENTERPRISE ASSOCIATES 13, LP (MINERVA SURGICAL, INC) - SCHEDULE 13D/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 60343F106 (CUSIP Number) Louis S. Citron, |
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| January 23, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 28, 2022 |
Share Purchase Agreement dated December 27, 2022 by and among the registrant and the Purchasers. Exhibit 10.1 SHARE PURCHASE AGREEMENT BY AND BETWEEN MINERVA SURGICAL, INC., AND EACH OF THE PURCHASERS AS SET FORTH HEREIN DECEMBER 27, 2022 TABLE OF CONTENTS 1.??Definitions 1 2.??Purchase and Sale of Shares 7 2.1???Purchase and Sale 7 2.2???Closing 7 3.??Representations and Warranties of the Company 7 3.1???Organization and Power 8 3.2???Capitalization 8 3.3???Agreements with Securityholders 8 |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 28, 2022 |
Consulting Agreement dated December 27, 2022 by and between the registrant and David Clapper. EX-10.1 2 d421227dex101.htm EX-10.1 Exhibit 10.1 CONSULTING AGREEMENT MINERVA SURGICAL, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into on December 27, 2022 and is effective as of January 2, 2023 (the “Effective Date”) by and between Minerva Surgical, Inc., a Delaware corporation with its principal place of business at 4255 Burton Drive, Santa Clara, |
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| December 28, 2022 |
Exhibit 99.1 Minerva Surgical Announces David Clapper Retirement and Appointment of Todd Usen as Company President and CEO Santa Clara, Calif. ? December 28, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women?s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that David Clapper, who has served as Presi |
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| December 28, 2022 |
Minerva Surgical Announces $30 Million Private Placement of Common Stock Led by Accelmed Partners Exhibit 99.1 Minerva Surgical Announces $30 Million Private Placement of Common Stock Led by Accelmed Partners Santa Clara, Calif. ? December 27, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women?s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it has entered into a share purchase agreement for |
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| December 28, 2022 |
EX-10.2 3 d421227dex102.htm EX-10.2 Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between David Clapper (“Employee”) and Minerva Surgical, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed a conf |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Minerva Surgical, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 28, 2022 |
Voting Side Letter dated December 27, 2022 by and among the registrant and the Stockholders EX-10.2 3 d407905dex102.htm EX-10.2 Exhibit 10.2 Minerva Surgical, Inc. 4255 Burton Drive Santa Clara, CA 95054 Attention: David Clapper & Joel Jung Re: Side Letter and Voting Agreement To Whom it May Concern: This letter agreement (this “Agreement”) is entered into as of December 27, 2022, by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder |
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| December 28, 2022 |
Offer Letter dated December 14, 2022 by and between the registrant and Todd Usen. Exhibit 10.3 December 14, 2022 Todd Usen 82 Fox Run Rd. Bolton, MA 01740 Dear Todd, We are pleased to offer you a position with Minerva Surgical (the ?Company?) as its President and Chief Executive Officer. You will report to the Company?s Board of Directors (the ?Board?). If you decide to join us, you will receive an annual base salary of $480,000, less applicable withholdings, which will be paid |
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| November 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 14, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 16, 2022 |
Westwicke/Minerva Surgical (UTRS) Earnings Script – Q3 2022 Exhibit 99.2 Westwicke/Minerva Surgical (UTRS) Earnings Script ? Q3 2022 Presentation Operator Good day, and welcome to Minerva's Third Quarter 2022 Earnings Call. I would like to turn the call over to Caroline Corner, Investor Relations. You may begin. Caroline V. Corner Westwicke Partners, LLC Thank you, operator. Welcome to Minerva's Third Quarter 2022 Earnings Call. Joining me on today's call |
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| November 16, 2022 |
Exhibit 99.1 Minerva Surgical Reports Third Quarter 2022 Financial Results Santa Clara, Calif. ? November 14, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported third quarter financial results for the period ended September 30, 2022. Third Quarter and R |
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| November 14, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 14, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| November 14, 2022 |
EX-99.1 2 utrs-ex991.htm EX-99.1 Exhibit 99.1 Minerva Surgical Reports Third Quarter 2022 Financial Results Santa Clara, Calif. – November 14, 2022 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported third quarter financial results for the period ended Septem |
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| November 3, 2022 |
US60343F1066 / MINERVA SURGICAL INC / Novo Holdings A/S - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 60343F 106 (CUSIP Number) October 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| November 2, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 31, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2022 |
EX-99.1 2 utrs-ex991.htm EX-99.1 Exhibit 99.1 Minerva Surgical Reports Second Quarter 2022 Financial Results Santa Clara, Calif. – August 9, 2022 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported second quarter financial results for the period ended June 30 |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2022 Minerva Surgical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40919 26-3422906 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 21, 2022 Minerva Surgical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40919 26-3422906 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 21, 2022 |
Minerva Surgical Announces Appointment of Derrick Sung, Ph.D. to Board of Directors EX-99.1 2 utrs-ex991.htm EX-99.1 Exhibit 99.1 Minerva Surgical Announces Appointment of Derrick Sung, Ph.D. to Board of Directors Santa Clara, Calif. – July 21, 2022 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (“Minerva Surgical” or the “Company”), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today announced that the board of directors (the “Bo |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 9, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| May 11, 2022 |
Minerva Surgical, Inc. Statements of Operations (unaudited, in thousands) Exhibit 99.1 Minerva Surgical Reports First Quarter 2022 Financial Results Santa Clara, Calif. ? May 11, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported first quarter financial results for the period ended March 31, 2022. First Quarter and Business H |
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| April 22, 2022 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 23, 2022 |
Description of the Registrant’s Securities. EX-4.6 2 utrs-ex46.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Minerva Surgical, Inc. (the Company) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): our common stock, par value $0.001 per share. As used in this summary, the ter |
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| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| March 22, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 8, 2022 | ||
| March 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 8, 2022 |
Minerva Surgical, Inc. Statements of Operations (unaudited, in thousands) Exhibit 99.1 Minerva Surgical Reports Fourth Quarter and Full-Year 2021 Financial Results Santa Clara, Calif. ? March 8, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman's health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported fourth quarter and full-year financial results for the period ended December 31, |
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| February 11, 2022 |
Exhibit 1 Joint Filing Agreement The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. |
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| February 11, 2022 |
US60343F1066 / MINERVA SURGICAL INC / Versant Venture Capital IV, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Minerva Surgical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 60343F106 (CUSIP Number) Decembe |
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| February 10, 2022 |
US60343F1066 / MINERVA SURGICAL INC / CVF, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 60343F106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| January 31, 2022 |
Minerva Surgical to Present at the 11 Exhibit 99.1 Minerva Surgical to Present at the 11th Annual SVB Leerink Global Healthcare Conference Santa Clara, Calif. ? January 31, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS), a woman?s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that its management will present at the 11th Annual SVB Leerink Global Healthcare Conference on Wedn |
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| January 31, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 31, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 13, 2022 |
Minerva Surgical Reports Preliminary Fourth Quarter and Full Year 2021 Revenue EXHIBIT 99.1 Minerva Surgical Reports Preliminary Fourth Quarter and Full Year 2021 Revenue Santa Clara, Calif. ? January 11, 2022 (GLOBE NEWSWIRE) ? Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a medical device company that has established a broad product line of commercially available, minimally invasive medical devices that address the most common causes of abnormal |
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| January 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 11, 2022 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 13, 2022 | ||
| December 2, 2021 |
Amended and Restated Bylaws of the registrant, dated October 26, 2021. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MINERVA SURGICAL, INC. (effective as of the closing of the Company’s initial public offering, on October 26, 2021) -i- TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 |
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| December 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2021 Minerva Surgical, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40919 26-3422906 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40919 MINERVA SURGICAL, INC. |
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| December 2, 2021 |
Minerva Surgical, Inc. Third Quarter 2021 Financial Results EX-99.1 2 utrs-ex991.htm EX-99.1 Exhibit 99.1 Minerva Surgical, Inc. Third Quarter 2021 Financial Results Santa Clara, CA - December 2, 2021 - Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a medical device company that develops therapeutic devices that treat abnormal uterine bleeding in a minimally invasive manner, today reported financial results for the third quarter e |
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| December 2, 2021 |
Amended and Restated Certificate of Incorporation of the registrant, dated October 26, 2021. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. a Delaware corporation Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on November 3, 2 |
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| November 17, 2021 |
SC 13D 1 nea13-minerva18555.htm NEW ENTERPRISE ASSOCIATES 13, LP (MINERVA SURGICAL, INC) - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 60343F106 (CUSIP Number) Louis S. Citron, Esq. New |
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| November 1, 2021 |
VIVO VENTURES VII, LLC - SCHEDULE 13G SC 13G 1 ea149733-13gvivo7minerva.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Minerva Surgical, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 60343F106 (CUSIP Number) October 25, 2021 (Date of Event which Requires Filing of this Statement) Check |
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| October 27, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Minerva Surgical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 60343F 106 (CUSIP Number) October 21, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| October 25, 2021 |
Table of Contents Index to Financial Statements Filed pursuant to Rule 424(b)(4) Registration No. |
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| October 25, 2021 |
As filed with the Securities and Exchange Commission on October 25, 2021 As filed with the Securities and Exchange Commission on October 25, 2021 Registration No. |
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| October 19, 2021 |
October 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Ibolya Ignat Mary Mast Tom Kluck Alan Campbell Re: Minerva Surgical, Inc. Registration Statement on Form S-1 (File No. 333-259832) Acceleration Request Requested Date: October 21, 2021 Requested Time: 4:00 PM ET Ladies an |
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| October 15, 2021 |
2021 Equity Incentive Plan and related form agreements. Exhibit 10.2 MINERVA SURGICAL, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on October 13, 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consu |
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| October 15, 2021 |
Warrant to Purchase Stock issued to SVB Financial Group, dated as of May 9, 2017. EX-4.3 5 d123908dex43.htm EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF |
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| October 15, 2021 |
Warrant to Purchase Stock issued to SVB Financial Group, dated as of July 19, 2019. Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| October 15, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Minerva Surgical, Inc. [ ● ] Shares of Common Stock Underwriting Agreement [ ● ], 2021 J.P. Morgan Securities LLC Piper Sandler & Co. UBS Securities LLC SVB Leerink LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Piper Sandler & Co. 800 Nicollet Mall Minneapolis, Minnesota 5540 |
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| October 15, 2021 |
EX-10.19 15 d123908dex1019.htm EX-10.19 Exhibit 10.19 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from tim |
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| October 15, 2021 |
Form of common stock certificate of the registrant. EX-4.1 4 d123908dex41.htm EX-4.1 Exhibit 4.1 Exhibit 4.1 NUMBER MS COMMON STOCK Minerva Surgical, Inc. SHARES CUSIP 60343F 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF Minerva Surgical, Inc. transferable on the books of the Company |
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| October 15, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Minerva Surgical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delawar |
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| October 15, 2021 |
Confirmatory Employment Letter by and between the registrant and Dominique J. Filloux. Exhibit 10.16 MINERVA SURGICAL, INC. Confirmatory Employment Letter [Date] Dear Dominique: This letter agreement (the ?Agreement?) is entered into between Minerva Surgical, Inc. (the ?Company? or ?we?) and you. This Agreement is effective as of the date signed below (the ?Effective Date?). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1. Position. |
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| October 15, 2021 |
Warrant to Purchase Stock issued to SVB Innovation Credit Fund VIII L.P., dated as of July 19, 2019. Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MINERVA SURGICAL, INC. (Exact name of Registrant as specified in its charter) Delaware 26-3422906 (State of incorporation or organization) (I.R.S. Employer Identification No.) 4255 Burton Dr. Santa |
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| October 15, 2021 |
S-1/A 1 d123908ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on October 15, 2021 Registration No. 333- 259832 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 MINERVA SURGICAL, INC. (Exact name of regi |
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| October 15, 2021 |
Confirmatory Employment Letter by and between the registrant and David M. Clapper. Exhibit 10.14 MINERVA SURGICAL, INC. Confirmatory Employment Letter [Date] Dear David: This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1. Position. You |
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| October 15, 2021 |
Confirmatory Employment Letter by and between the registrant and Eugene V. Skalnyi, M.D. EX-10.15 Exhibit 10.15 MINERVA SURGICAL, INC. Confirmatory Employment Letter [Date] Dear Eugene: This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1. Pos |
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| October 15, 2021 |
Form of Change in Control Severance Agreement. Exhibit 10.18 MINERVA SURGICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made between Minerva Surgical, Inc. (the “Company”) and [] (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to |
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| October 15, 2021 |
2021 Employee Stock Purchase Plan. EX-10.4 10 d123908dex104.htm EX-10.4 Exhibit 10.4 MINERVA SURGICAL, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “emplo |
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| October 7, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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| September 27, 2021 |
Exhibit 10.13 LICENSE AGREEMENT This License Agreement (“Agreement”) is made and entered into effective October 31, 2008 (“Effective Date”), by and between Hermes, LLC, a Delaware limited liability company (hereinafter “Licensor”) and Minerva Surgical, Inc., a Delaware corporation having an address at (hereinafter “Licensee”). Each of the Licensor and Licensee are each hereinafter referred to indi |
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| September 27, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Minerva Surgical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delawar |
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| September 27, 2021 |
EX-10.10 14 d123908dex1010.htm EX-10.10 Exhibit 10.10 EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation, on behalf of itself and its affiliates (“Licensor”), and Minerva Surgical, Inc., a Delaware corporation (“Licensee”). WHEREAS, Lice |
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| September 27, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF MINERVA SURGICAL, INC. (effective as of the closing of the Company’s initial public offering, on [insert date]) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOT |
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| September 27, 2021 |
2008 Stock Plan, as amended, and related form agreements. Exhibit 10.3 MINERVA SURGICAL, INC. 2008 STOCK PLAN As amended on June 16, 2021 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits the grant of Options and R |
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| September 27, 2021 |
Exhibit 10.8 EXECUTION CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. ASSET PURCHASE AGREEMENT dated as of April 28, 2020 by and among BOSTON SCIENTIFIC CORPORATION, THE AFFILIATES OF PARENT IDENTIFIED HEREIN, and MINERVA SURGIC |
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| September 27, 2021 |
Exhibit 10.7 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. CREDIT AGREEMENT by and among MINERVA SURGICAL, INC., as Borrower, Certain Subsidiaries thereof, as Guarantors, The Lenders from Time to Time Party He |
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| September 27, 2021 |
Supply Agreement by and between the registrant and Boston Scientific Corporation dated May 11, 2020. EX-10.11 15 d123908dex1011.htm EX-10.11 Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. SUPPLY AGREEMENT This SUPPLY AGREEMENT (this “Agreement”) is entered into as of May 11, 2020 (the “Effective Date”) by and betw |
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| September 27, 2021 |
Bylaws of the registrant, as currently in effect. EX-3.3 Exhibit 3.3 BYLAWS OF MINERVA SURGICAL, INC. Adopted October 16, 2008 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Reco |
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| September 27, 2021 |
Employee Incentive Compensation Plan. EX-10.17 18 d123908dex1017.htm EX-10.17 Exhibit 10.17 MINERVA SURGICAL, INC. EMPLOYEE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Peri |
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| September 27, 2021 |
EX-10.9 13 d123908dex109.htm EX-10.9 Exhibit 10.9 NON-EXCLUSIVE LICENSE AGREEMENT This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between MINERVA SURGICAL, INC., a Delaware corporation (“Licensor”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Licensee”). WHEREAS, Licensor and Licensee have entered into |
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| September 27, 2021 |
EX-10.12 16 d123908dex1012.htm EX-10.12 Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as May 11, 2020, between Boston Scie |
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| September 27, 2021 |
EX-10.1 7 d123908dex101.htm EX-10.1 Exhibit 10.1 MINERVA SURGICAL, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Minerva Surgical, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individu |
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| September 27, 2021 |
Sublease by and between the registrant and PneumRx, Inc. dated June 5, 2019. EX-10.6 Exhibit 10.6 SUBLEASE THIS SUBLEASE (“Sublease”) dated June 5, 2019 for purposes of reference, is entered into by and between PNEUMRX, INC., a Delaware corporation (“Sublandlord”), and MINERVA SURGICAL, INC., a Delaware corporation (“Subtenant”) RECITALS A. Pursuant to that certain Lease dated as of November 6, 2015, as amended by that certain First Amendment to Lease dated January 20, 201 |
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| September 27, 2021 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. a Delaware corporation Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on Novemb |
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| September 27, 2021 |
Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 27, 2021 Registration No. |
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| September 27, 2021 |
Exhibit 4.2 MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 Registration Rights 3 2.1 Requested Registration 3 2.2 Company Registration 5 2.3 Registration on Form S-3 7 2.4 Expenses of Registration 7 2.5 Registration Procedures 8 2.6 Indemnification 9 2.7 Information by Hold |
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| September 27, 2021 |
Outside Director Compensation Policy. Exhibit 10.5 MINERVA SURGICAL, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved September 24, 2021, and effective as of the Effective Date Minerva Surgical, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Di |
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| September 8, 2021 |
MINERVA SURGICAL, INC. 2008 STOCK PLAN As amended on June 16, 2021 EX-10.3 5 filename5.htm Exhibit 10.3 MINERVA SURGICAL, INC. 2008 STOCK PLAN As amended on June 16, 2021 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits th |
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| September 8, 2021 |
DRS/A 1 filename1.htm Table of Contents Index to Financial Statements Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on September 8, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNI |
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| September 8, 2021 |
BYLAWS OF MINERVA SURGICAL, INC. Adopted October 16, 2008 EX-3.3 3 filename3.htm Exhibit 3.3 BYLAWS OF MINERVA SURGICAL, INC. Adopted October 16, 2008 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Mee |
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| September 8, 2021 |
MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012 EX-4.2 4 filename4.htm Exhibit 4.2 MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 Registration Rights 3 2.1 Requested Registration 3 2.2 Company Registration 5 2.3 Registration on Form S-3 7 2.4 Expenses of Registration 7 2.5 Registration Procedures 8 2.6 Indemnification 9 |
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| September 8, 2021 |
[Signatures on Following Page] EX-10.6 6 filename6.htm Exhibit 10.6 SUBLEASE THIS SUBLEASE (“Sublease”) dated June 5, 2019 for purposes of reference, is entered into by and between PNEUMRX, INC., a Delaware corporation (“Sublandlord”), and MINERVA SURGICAL, INC., a Delaware corporation (“Subtenant”) RECITALS A. Pursuant to that certain Lease dated as of November 6, 2015, as amended by that certain First Amendment to Lease dated |
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| September 8, 2021 |
EX-10.13 13 filename13.htm Exhibit 10.13 LICENSE AGREEMENT This License Agreement (“Agreement”) is made and entered into effective October 31, 2008 (“Effective Date”), by and between Hermes, LLC, a Delaware limited liability company (hereinafter “Licensor”) and Minerva Surgical, Inc., a Delaware corporation having an address at (hereinafter “Licensee”). Each of the Licensor and Licensee are each h |
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| September 8, 2021 |
DRSLTR 1 filename1.htm September 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-6010 Attention: Ibolya Ignat Mary Mast Tom Kluck Alan Campbell Re: Minerva Surgical, Inc. Draft Registration Statement on Form S-1 Submitted July 23, 2021 CIK No. 0001452965 On behalf of Minerva Surgical, Inc. (the “Company”), w |
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| September 8, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Minerva Surgical, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State |
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| September 8, 2021 |
EX-10.12 Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as May 11, 2020, between Boston Scientific Corporation, a Delaware |
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| September 8, 2021 |
NON-EXCLUSIVE LICENSE AGREEMENT Exhibit 10.9 NON-EXCLUSIVE LICENSE AGREEMENT This NON-EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?) is dated as of the 11th day of May, 2020 (the ?Effective Date?), by and between MINERVA SURGICAL, INC., a Delaware corporation (?Licensor?), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (?Licensee?). WHEREAS, Licensor and Licensee have entered into a certain Asset Purchase Agreement, d |
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| September 8, 2021 |
EX-10.7 7 filename7.htm Exhibit 10.7 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. CREDIT AGREEMENT by and among MINERVA SURGICAL, INC., as Borrower, Certain Subsidiaries thereof, as Guarantors, The Lenders fr |
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| September 8, 2021 |
EX-10.8 8 filename8.htm Exhibit 10.8 EXECUTION CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. ASSET PURCHASE AGREEMENT dated as of April 28, 2020 by and among BOSTON SCIENTIFIC CORPORATION, THE AFFILIATES OF PARENT IDENTIFIED HE |
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| September 8, 2021 |
EX-10.11 11 filename11.htm Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. SUPPLY AGREEMENT This SUPPLY AGREEMENT (this “Agreement”) is entered into as of May 11, 2020 (the “Effective Date”) by and between MINERVA S |
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| September 8, 2021 |
EX-10.10 10 filename10.htm Exhibit 10.10 EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation, on behalf of itself and its affiliates (“Licensor”), and Minerva Surgical, Inc., a Delaware corporation (“Licensee”). WHEREAS, Licensor and Lice |
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| July 23, 2021 |
MINERVA SURGICAL, INC. 2008 STOCK PLAN As amended on June 16, 2021 Exhibit 10.3 MINERVA SURGICAL, INC. 2008 STOCK PLAN As amended on June 16, 2021 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company?s business. The Plan permits the grant of Options and R |
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| July 23, 2021 |
BYLAWS OF MINERVA SURGICAL, INC. Adopted October 16, 2008 EX-3.3 3 filename3.htm Exhibit 3.3 BYLAWS OF MINERVA SURGICAL, INC. Adopted October 16, 2008 Exhibit 3.3 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent W |
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| July 23, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINERVA SURGICAL, INC. Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A. The name of the Corporation is Minerva Surgical, Inc. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Delawar |
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| July 23, 2021 |
Table of Contents Index to Financial Statements As confidentially submitted to the Securities and Exchange Commission on July 23, 2021. |
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| July 23, 2021 |
MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012 Exhibit 4.2 MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT December 19, 2012 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 Registration Rights 3 2.1 Requested Registration 3 2.2 Company Registration 5 2.3 Registration on Form S-3 7 2.4 Expenses of Registration 7 2.5 Registration Procedures 8 2.6 Indemnification 9 2.7 Information by Hold |
