Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2023, in connection with the filing of a preliminary proxy
statement by Minerva Surgical, Inc. (the "Company") for the Private Placement
(as defined below), David M. Renzi indicated his intent to resign from Board of
Directors of the Company and as Chairman of its nominating and corporate
governance committee, contingent and effective upon the closing of the Private
Placement, which is expected to occur in the first quarter of 2023, subject to
the satisfaction of the closing conditions described in the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
December 28, 2022. Mr. Renzi's decision to resign was not the result of any
disagreement with the policies, procedures or practices of the Company.
As previously disclosed, on December 27, 2022, the Company entered into a Share
Purchase Agreement (the "Purchase Agreement") for a private placement (the
"Private Placement") with Accelmed Partners II LP ("Accelmed") and New
Enterprise Associates (each, a "Purchaser," and collectively, the "Purchasers").
Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers
an aggregate of 146,627,565 shares of the Company's common stock. It is a
condition to closing that the Company's Board of Directors be composed of a
majority of directors designated by Accelmed. See the Company's Current Report
on Form 8-K filed with the SEC on December 28, 2022 for additional details
regarding the Private Placement.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, which are subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Statements relating to the resignation of David
M. Renzi, the expected closing date of the Private Placement, and the investment
by the Purchasers are forward-looking statements that involve a number of
uncertainties and risks. Actual results may differ materially from these
statements and from actual future events or results 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 Private
Placement and the transactions contemplated thereby; and the other risks
described in reports and documents that the Company files from time to time with
the SEC, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and its Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2022. Undue reliance should not be placed on
the forward-looking statements in this Current Report on Form 8-K, which are
based on information available to the Company on the date hereof. Except to the
extent required by applicable law, the Company disclaims any obligation to
update information contained in these forward-looking statements whether as a
result of new information, future events or otherwise.
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.
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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 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.
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