Minerva Surgical (UTRS) Prices 146.63M Share Private Placement at $0.205/sh

December 28, 2022 6:00 AM EST

Minerva Surgical, Inc. (Nasdaq: UTRS) 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.

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