MINERVA SURGICAL INC: M&A transaction — Minerva Surgical closes $30M private placement; Accelmed becomes controlling stockholder

appointed Dr. Uri Geiger to the Board as a director of the Company, effective as of the closing of the Private Placement.

Also at the Special Meeting, the stockholders approved the Company’s Amended and Restated Bylaws (the “ Amended Bylaws ”), effective February 7, 2023.

the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Board, permit the Company’s stockholders to call special meetings, eliminate supermajority voting requirements, permit the Company’s stockholders to act by written consent and to require stockholder approval for issuances of preferred stock, to increase the number of authorized shares of common stock and preferred stock, and update certain other miscellaneous provisions (collectively, the “ Charter Amendments ”).

(the “ Company ”) entered into a Share Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with Accelmed Partners II L.P. (“ Accelmed ”) and New Enterprise Associates 13, L.P. (each, a “ Purchaser ,” and collectively, the “ Purchasers ”).

Also on February 9, 2023, pursuant to the Private Placement, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Purchasers, pursuant to which the Company agreed, subject to certain exceptions, to register the Shares (the “ Registrable Securities ”) for resale.

On December 27, 2022, Minerva Surgical, Inc. (the “ Company ”) entered into a Share Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with Accelmed Partners II L.P. (“ Accelmed ”) and New Enterprise Associates 13, L.P. (each, a “ Purchaser ,” and collectively, the “ Purchasers ”).

Proposal 9 : To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 36,440,192 shares and make certain adjustments to the maximum annual number of shares to be reserved subject to annual “evergreen” increases. The Company’s stockholders approved Proposal 9, and the vote was as follows: For Against Abstain 21,149,071 645,241 3,730

Proposal 1 : To approve the issuance of the shares to be sold in the Private Placement, which would result in a “change of control” under the applicable rules of The Nasdaq Stock Market LLC. The Company’s stockholders approved Proposal 1, and the vote was as follows: For Against Abstain 21,503,570 291,042 3,430

Proposal 6 : To approve the Charter to increase the number of authorized shares of common stock and preferred stock. The Company’s stockholders approved Proposal 6, and the vote was as follows: For Against Abstain 21,079,546 715,066 3,430

Proposal 3 : To approve the Charter to permit the Company’s stockholders to call special meetings. The Company’s stockholders approved Proposal 3, and the vote was as follows: For Against Abstain 21,489,852 304,760 3,430

Proposal 2 : To approve the Charter to declassify the Board. The Company’s stockholders approved Proposal 2, and the vote was as follows: For Against Abstain 21,504,279 290,333 3,430

Proposal 10 : To approve an amendment to the Company’s 2021 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,644,019 shares and make certain adjustments to the maximum annual number of shares to be reserved subject to annual “evergreen” increases. The Company’s stockholders approved Proposal 10, and the vote was as follows: For Against Abstain 21,149,332 642,980 5,730

Proposal 8 : To approve amended Bylaws of the Company to make conforming changes to those made in Proposals 2-6 and other clarifications. The Company’s stockholders approved Proposal 8, and the vote was as follows: For Against Abstain 21,494,710 298,649 4,683

Proposal 7 : To approve an amendment to the Company’s existing amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio not less than 1-for-5 and no greater than 1-for-25, with the exact split ratio, if approved and effected at all, to be set within that range at the discretion of the Board and publicly announced by the Company within 6 months after stockholder approval at the Special Meeting without further approval or authorization of the Company’s stockholders. The Company’s stockholders approved Proposal 7, and the vote was as follows: For Against Abstain Broker Non-Votes 21,414,653 379,036 4,353 0

Proposal 5 : To approve the Charter to permit the Company’s stockholders to act by written consent and to require stockholder approval for issuances of preferred stock. The Company’s stockholders approved Proposal 5, and the vote was as follows: For Against Abstain 21,490,878 303,734 3,430

Proposal 4 : To approve the Charter to eliminate supermajority voting requirements. The Company’s stockholders approved Proposal 4, and the vote was as follows: For Against Abstain 21,501,346 290,563 6,133