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 Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission (SEC) on December 28, 2022. Mr. Renzis 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 Companys common stock. It is a condition to closing that the Companys Board of Directors
be composed of a majority of directors designated by Accelmed. See the Companys 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 SECs website at www.sec.gov.