--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-030400" form_type: "8-K" ticker: null cik: "0001452965" company_name: "MINERVA SURGICAL INC" filed_at: "2023-02-09T23:59:59+00:00" generated_at: "2026-06-19T19:58:39.890746+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Minerva Surgical closes $30M private placement; Accelmed becomes controlling stockholder ## Summary - Sold 146,627,565 shares at $0.2046/share for ~$30M gross proceeds; Piper Sandler sole placement agent. - Accelmed now owns ~69.3% of common stock, becoming the controlling stockholder. - Board authorized reverse stock split at ratio between 1:5 and 1:25 within six months. - Appointed Accelmed Managing Partner Dr. Uri Geiger to the board, effective upon closing. - Proceeds expected to extend cash runway for at least 12 months; funds operations and R&D. ## SEC filing metadata - accession: 0001193125-23-030400 - form_type: 8-K - cik: 0001452965 - company_name: MINERVA SURGICAL INC - filed_at: 2023-02-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 3.02, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/d433380d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-030400 - JSON: https://secwatch.observer/filing/0001193125-23-030400.json - Plain text: https://secwatch.observer/filing/0001193125-23-030400.txt ## Key facts - Executive change Uri Geiger was appointed as Director at MINERVA SURGICAL INC. - Action: appointed - Role: Director source text: appointed Dr. Uri Geiger to the Board as a director of the Company, effective as of the closing of the Private Placement. evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Governance Changes MINERVA SURGICAL INC: Stockholders approved Amended and Restated Bylaws making conforming changes to the Charter Amendments and other clarifications, effective February 7, 2023 (effective 2023-02-07). - Change: bylaw amendment - Effective: 2023-02-07 source text: Also at the Special Meeting, the stockholders approved the Company’s Amended and Restated Bylaws (the “ Amended Bylaws ”), effective February 7, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Governance Changes MINERVA SURGICAL INC: Stockholders approved an amendment and restatement of the Amended and Restated Certificate of Incorporation to declassify the board, allow stockholders to call special meetings, eliminate supermajority voting, permit action by written consent, require stockholder approval for preferred stock issuanc (effective 2023-02-07). - Change: charter amendment - Effective: 2023-02-07 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - M&A Transactions MINERVA SURGICAL INC underwent a change of control involving Accelmed Partners II L.P. (closed 2023-02-09). - Action: change of control - Counterparty: Accelmed Partners II L.P. - Closing: 2023-02-09 source text: (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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Material Agreements MINERVA SURGICAL INC entered into Registration Rights Agreement with the Purchasers (effective 2023-02-09). - Action: entry - Agreement: equity purchase - Counterparty: the Purchasers - Effective: 2023-02-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Material Agreements MINERVA SURGICAL INC entered into Share Purchase Agreement with Accelmed Partners II L.P. and New Enterprise Associates 13, L.P. valued at aggregate gross proceeds to the Company of approximately $30 million (effective 2022-12-27). - Action: entry - Agreement: equity purchase - Counterparty: Accelmed Partners II L.P. and New Enterprise Associates 13, L.P. - Value: aggregate gross proceeds to the Company of approximately $30 million - Effective: 2022-12-27 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve amendment to 2021 Equity Incentive Plan to increase shares reserved by 36,440,192 and adjust evergreen increases at the 2023-02-07 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve issuance of shares in Private Placement resulting in change of control at the 2023-02-07 meeting. - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve charter amendment to increase authorized shares of common and preferred stock at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve charter amendment to permit stockholders to call special meetings at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve charter amendment to declassify the Board at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve amendment to 2021 Employee Stock Purchase Plan to increase shares reserved by 3,644,019 and adjust evergreen increases at the 2023-02-07 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve amended Bylaws to make conforming changes to those made in Proposals 2-6 and other clarifications at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve amendment to certificate of incorporation to effect reverse stock split at ratio not less than 1-for-5 and no greater than 1-for-25 at the 2023-02-07 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve charter amendment to permit stockholders to act by written consent and require stockholder approval for issuances of preferred stock at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm - Shareholder Votes MINERVA SURGICAL INC shareholders approved Approve charter amendment to eliminate supermajority voting requirements at the 2023-02-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1452965/000119312523030400/0001193125-23-030400-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.