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 the sale of 146,627,565
shares (subject to adjustment for any stock split occurring prior
to closing) of its common stock in a private placement, led by
Accelmed, with participation by New Enterprise Associates, at an
offering price of $0.2046 per share (subject to adjustment for any
stock split occurring prior to closing). Following the offering,
Accelmed will become the controlling stockholder of Minerva
Surgical.
Gross proceeds of the private placement are expected to be
approximately $30 million, before deducting placement agent fees
and other expenses payable by Minerva Surgical. Piper Sandler is
acting as sole placement agent for the private placement. The
private placement is expected to close in the first quarter of 2023
subject to the satisfaction of customary closing conditions and
approval of the private placement by the Minerva Surgical
stockholders. It is a condition to closing that the Company’s Board
of Directors be composed of a majority of directors designated by
AccelMed.
Minerva Surgical intends to use the net proceeds from the
proposed private placement, together with existing cash and cash
equivalents, to support operations, research and development
activities, working capital and other general corporate purposes.
With the proceeds from the private placement, Minerva Surgical
expects to extend its cash runway for at least the next 12
months.
“We are very proud to be supported by these investors and are
excited to welcome Accelmed in furthering our mission,” said David
M. Clapper, Minerva Surgical’s Chief Executive Officer. “This
investment will provide us with the cash runway to enter a new
chapter of growth and continue to serve the uterine healthcare
needs of women with our best-in-class surgical products.”
“We are excited to acquire a controlling stake in Minerva
Surgical and are looking forward to working with management to
improve its operational performance and build a meaningful women’s
health platform” said Dr. Uri Geiger, Managing Partner of
Accelmed.
The securities being issued and sold in the private placement
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state’s securities laws, and
are being issued and sold pursuant to an exemption from
registration under the Securities Act. The securities may not
be offered or sold, except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act. Minerva Surgical has agreed to
file a registration statement with the Securities and Exchange
Commission (SEC) registering the resale of the shares of common
stock to be issued in this private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are based on management’s
current assumptions and expectations of future events and trends,
which affect or may affect the Company’s business, strategy,
operations or financial performance, and actual results may differ
materially from those expressed or implied in such statements due
to numerous risks and uncertainties. Forward-looking statements may
include, but are not limited to, statements regarding the closing
of the private placement, registration of the shares of commons
stock being to be issued and sold in the private placement, the
Company’s use of proceeds from the private placement and
management’s beliefs regarding the Company’s cash runway following
the closing of the private placement. Forward-looking statements
are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Actual results may differ
materially from these statements and from actual or future events
due to a variety of factors, including: the closing conditions for
the private placement may not be satisfied or waived; the Company
may experience disruptions in its business due to the private
placement and the transaction contemplated thereby; and any use of
proceeds may not occur as expected. Other factors that could cause
actual results to differ materially from those contemplated in this
press release can be found in the Risk Factors section of the
Company’s most recent quarterly report on Form 10-Q for the quarter
ended September 30, 2022, as filed with the SEC on November 14,
2022, and available at www.SEC.gov. Because forward-looking
statements are inherently subject to risks and uncertainties, you
should not rely on these forward-looking statements as predictions
of future events. All statements other than statements of
historical fact are forward-looking statements. Except to the
extent required by law, the Company undertakes no obligation to
update or review any estimate, projection, or forward-looking
statement. Actual results may differ from those set forth in this
press release due to the risks and uncertainties inherent in the
Company’s business.
Additional Information and Where to Find It
In connection with a special meeting of stockholders (the
Special Meeting) to approve the private placement and other
matters, the Company will file a notice of special meeting and
proxy statement with the SEC. STOCKHOLDERS OF MINERVA
SURGICAL, INC. ARE URGED TO READ THE NOTICE OF SPECIAL MEETING AND
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders can obtain free copies
of the notice of special meeting and proxy statement and other
documents when they become available by contacting the Company at
4255 Burton Dr., Santa Clara, California 95054, attention: Investor
Relations, telephone: (855) 646-7874. In addition, documents
filed with the SEC by the Company are available free of charge at
the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of the Company’s common stock in respect of the proposals
to be voted on by stockholders at the Special Meeting. Information
about the participants in the proxy solicitation of their direct
and indirect interests, by security holdings or otherwise, will be
included in the Company’s notice of special meeting and proxy
statement for its Special Meeting. This document will be
available free of charge at the SEC’s website at www.sec.gov and
from Investor Relations at Minerva Surgical, Inc. as described
above.
About Minerva Surgical, Inc.
Minerva Surgical is a commercial-stage medical technology
company focused on developing, manufacturing, and commercializing
minimally invasive solutions to meet the distinct uterine
healthcare needs of women. The Company has established a broad
product line of commercially available, minimally invasive
alternatives to hysterectomy, which are designed to address the
most common causes of Abnormal Uterine Bleeding (AUB) in most
uterine anatomies. The Minerva Surgical solutions can be used in a
variety of medical treatment settings and aim to address the
drawbacks associated with alternative treatment methods and to
preserve the uterus by avoiding unnecessary hysterectomies.
About Accelmed Partners.
Accelmed is a U.S.-based private equity firm focused on
acquiring and investing in U.S. commercial stage, lower middle
market HealthTech companies. Since 2009, Accelmed has deployed over
half a billion dollars into companies spanning medical devices,
diagnostics, digital health and technology-enabled healthcare
services. Accelmed seeks to accelerate value and scale innovation
across the HealthTech field by bringing to bear the team’s industry
experience, operational and financial expertise, and strong global
relationships. For more information, please visit
www.accelmed.com.
MEDIA AND INVESTOR RELATIONS CONTACTS
Mike Clappermike.clapper@minervasurgical.com 804-295-7676
Caroline Cornerinvestors@minervasurgical.com415-202-5678
RELATED LINKS: https://www.minervasurgical.com,
https://www.aubandme.com
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