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Santa Clara, Calif. – December 15, 2023 (EIN Presswire) – Minerva Surgical, Inc. (Nasdaq: UTRS) (“Minerva Surgical” or the “Company”), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, today announced its voluntary decision to deregister its common stock (the “Common Stock”) with the U.S. Securities and Exchange Commission (the “SEC”) and delist its Common Stock from The Nasdaq Stock Market LLC (“Nasdaq”).

The Company intends to file a Form 25 with the SEC to remove its Common Stock from listing on Nasdaq and to deregister its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), on or about December 26, 2023, and as a result, the Company expects that the last trading day of its Common Stock on Nasdaq will be on or about December 28, 2023. The Company also expects to file a Form 15 with the SEC on or about January 4, 2024, to commence the process of terminating the registration of its Common Stock under Section 12(g) of the Exchange Act and to immediately suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, including Forms 10-K, 10-Q, and 8-K, which we refer to as “going dark”.

Minerva Surgical expects that the voluntary delisting from Nasdaq and “going dark” will eliminate the effort required to maintain compliance as an Exchange Act reporting company, and save the Company significant time and money in General and Administrative expenses. These time and expense savings can be used to execute the Company’s operating plan, thus better enabling the Company to focus on its customers, its business and the patients whose lives are enhanced as a result of its work.  With a more streamlined cost profile, the Company will be better able to invest in its business and focus on reducing its cash burn, and thus provide a future benefit to the Company’s stockholders.  From an operational standpoint, delisting from Nasdaq and “going dark” is expected to minimize Company management attention related to its reporting obligations associated with being a Nasdaq and Exchange Act reporting company, and enable increased focus on longer-term value creation.

The Board considered the fact that the Company’s Common Stock would become more illiquid as a result of “going dark”, and that stockholders may experience difficulties in selling their shares of Common Stock. However, the decision to proceed took into consideration the current as well as potential future costs of remaining a listed company versus the benefits to the longer term health of the Company.  Minerva Surgical stockholders who are concerned about liquidity may be able to sell their shares of Common Stock before the delisting becomes effective.

About Minerva Surgical, Inc.
Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Forward-Looking Statements
Certain statements in this press release and any oral statements made regarding the contents of this press release may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended to date. Forward-looking statements can be identified by words such as “may,” “might,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “seeks,” “intends,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. Examples of forward-looking statements include, among others, statements we make regarding filing a Form 25 and the timing as it relates to such filing, the last trading day of its Common Stock on Nasdaq, filing a Form 15 and the timing as it relates to such filing, the timing of the effectiveness of the Form 15, the Company’s savings as it relates to “going dark,” the ability to minimize Company management distractions and reporting obligations associated with being a Nasdaq and Exchange Act reporting company, and the trading of shares of the Common Stock following its delisting from Nasdaq and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that could cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, as filed with the SEC on November 13, 2023, and available at www.SEC.gov. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

Contact:

Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

 

 

 

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Santa Clara, Calif. – November 13, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported third quarter financial results for the period ended September 30, 2023.

Third Quarter Highlights:

• Reported revenue of $12.0 million in the third quarter of 2023, compared with revenue of $12.6 million in the third quarter of 2022
• Increased Symphion product revenue by 19% compared to the third quarter of 2022

“As we head into the fourth quarter of 2023, I am very pleased with the progress we have made to date in expanding the reach of our Symphion product line,” said Todd Usen, Minerva Surgical’s Chief Executive Officer. “As we look ahead, I remain confident in our ability to drive long-term growth, and continue to deliver best in class products to our surgeons and their patients.”

Third Quarter and Year-to-Date 2023 Financial Results

Revenue was $12.0 million for the third quarter of 2023, compared to $12.6 million in the third quarter of 2022 and $13.4 million in the second quarter of 2023. Despite total revenue declining 5% compared to the third quarter of 2022, Symphion product revenues continued to experience strong growth, increasing 19% compared to same period in 2023. Through the first three quarters of 2023, Symphion product revenues have increased 15% compared to the same period in 2022. While revenue for Minerva ES experienced a decline during the third quarter of 2023 compared to the same period of 2022, on a year-to-date basis, revenue for Minerva ES increased 3%.

Gross margin was 52.0% for the third quarter of 2023, decreasing from 54.1% in the same period of 2022. This reduction in gross margin compared to the third quarter of 2022 was due in part to direct cost increases on certain products from our contract manufacturers as well as a product mix shift from Genesys HTA to Symphion, which currently has a lower gross margin. While total overhead and other indirect costs of goods sold decreased in the third quarter of 2023 compared to the same period of 2022, these expenses were spread over a smaller revenue base, contributing to the decrease in the gross margin. Year-to-date 2023 gross margin of 54.5% is in line with the gross margin of 54.4% in the prior year comparable period.

Operating expenses were $12.3 million for the third quarter of 2023, compared to $17.3 million in the same period of 2022. The decrease in expense was partly attributable to a $1.1 million decrease in non-cash stock-based compensation expenses and a $1.1 million decrease in amortization charges. Absent these changes in non-cash expenses, operating expenses decreased $2.8 million compared to the third quarter of 2022. This decrease was primarily attributable to realignment of the commercial organization that was completed during the second quarter of 2023, which substantially reduced operating expenses, as well as a significant decrease in legal related expenses.

Net loss in the third quarter of 2023 was $7.2 million, compared to a net loss of $11.3 million for the same period in 2022.

Adjusted EBITDA for the third quarter of 2023 was negative $3.8 million, compared to negative $5.8 million for the same period in 2022. Despite the decrease in revenue and gross margin, the Company was able to improve Adjusted EBITDA for the third quarter of 2023 compared to the same period in 2022, due to the significant reduction in operating expenses.

Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

To provide investors with additional information regarding the Company’s financial results, it has provided EBITDA and adjusted EBITDA. The Company calculates EBITDA, a non-GAAP financial measure, as net income/(loss) excluding depreciation and amortization, interest income and expense and income tax expense. The Company calculates adjusted EBITDA, a non-GAAP financial measure by further excluding non-cash items for stock-based compensation expenses and change in fair value of contingent consideration liability. EBITDA margin represents EBITDA as a percentage of revenue. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue. EBITDA and Adjusted EBITDA should be viewed as measures of operating performance that are supplements to, and not substitutes for, operating income (loss), net income (loss) and other U.S. GAAP measures of income and loss.

The Company has included adjusted EBITDA in this earnings release because it is a key measure used by the Company’s management and board of directors to evaluate and compare the Company’s financial and operational performance over multiple periods, identifying trends affecting the Company’s business, formulating business plans and making strategic decisions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain non-recurring variable charges. In addition, the Company believes that providing each of EBITDA and Adjusted EBITDA, together with a reconciliation of net loss to each such measure, helps investors make comparisons between Minerva Surgical and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.

Each of EBITDA and Adjusted EBITDA is used by the Company’s management team as an additional measure of Company performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of EBITDA and Adjusted EBITDA help the Company’s management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. Each of EBITDA and Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include information regarding trends and expectations for the Company’s products and technology, demand for the Company’s products, the Company’s expected financial performance, expenses, and position in the market and outlook for fiscal year 2023. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission (SEC) on November 13, 2023, and available at www.SEC.gov.Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Contact:

Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

 

 

 

 

 

 

 

 

 

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Santa Clara, Calif. – September 28, 2023 (EIN Presswire) – Minerva Surgical, Inc. (Nasdaq: UTRS) (“Minerva Surgical” or the “Company”), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, announces that it will effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-20 that will become effective at 11:59 p.m. Eastern Time on September 29, 2023. Minerva Surgical common stock will begin trading on Nasdaq on a split-adjusted basis when the market opens on Monday, October 2, 2023 under the existing symbol, UTRS, and under a new CUSIP number, 60343F 205.  This reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement for continued listing.

Upon effectiveness of the reverse stock split, every 20 shares of Minerva Surgical common stock issued and outstanding will be automatically combined into one share of common stock. Outstanding equity-based awards and other equity rights will be proportionately adjusted. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise hold a fractional share as a result of the reverse stock split will receive an amount of cash equal to the product of (i) the fractional share to which the holder would otherwise be entitled and (ii) the closing price per share on the trading day immediately preceding the effective time of the reverse stock split (as adjusted to give effect to the reverse stock split), without interest.

The reverse stock split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. Stockholders of record will be receiving information from Equiniti, the Company’s transfer agent, regarding their stock ownership following the reverse stock split. Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

Additional information concerning the reverse stock split can be found in Minerva Surgical’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 23, 2023.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Contact:
Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

 

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SANTA CLARA, CALIFORNIA, UNITED STATES, August 28, 2023/EINPresswire.com/ — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on solutions to meet the distinct uterine healthcare needs of women, announced today that its management team will present at the H.C. Wainwright 24^th Annual Global Investment Conference. The presentation will be available on-demand for registered participants through the H.C. Wainwright conference portal starting at 7:00 a.m. Eastern Time on Monday, September 11, 2023.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

INVESTOR RELATIONS CONTACT:

Caroline Corner
ICR Westwicke
415-202-5678
investors@minervasurgical.com

MEDIA CONTACT:

Media/Press: media@minervasurgical.com

RELATED LINKS:

www.minervasurgical.com
www.AUBandMe.com

 

 

 

Click here for PDF Version

Santa Clara, Calif. – August 2, 2023 (GLOBE NEWSWIRE) – Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported second quarter financial results for the period ended June 30, 2023.

Second Quarter Highlights:

• Reported revenue of $13.4 million in the second quarter of 2023, compared with revenue of $13.0 million in the second quarter of 2022
• Increased both Symphion and Minerva ES product revenue by 7% compared to the second quarter of 2022
• Realigned the commercial organization to better serve customer needs and drive sustainable growth

“From our recent market traction seen with Symphion and Minerva ES, and supportive feedback from our physician partners, we remain confident that our uterine health products provide optimal outcomes for our customers,” said Todd Usen, Minerva Surgical’s Chief Executive Officer. “Looking ahead, we anticipate growing our women’s health portfolio to leverage our commercial team and best serve our surgeons and their patients.”

Second Quarter 2023 Financial Results

Revenue was $13.4 million for the second quarter of 2023, compared to $13.0 million in the second quarter of 2022 and $12.5 million in first quarter of 2023. The 3% increase in revenue compared to the second quarter of 2022 was the result of revenue increasing 7% for both Symphion and Minerva ES product lines, partially offset by a decline in Genesys HTA sales.

Gross margin was 55.3% for the second quarter of 2023, decreasing from 59.0% in the same period of 2022. This reduction in gross margin compared to the second quarter of 2022 was due in part to direct cost increases on certain products from our contract manufacturers as well as a product mix shift from Genesys HTA to Symphion, which currently has a lower gross margin. Year-to-date 2023 gross margin was 55.6% versus 54.6% in the prior year comparable period.

Operating expenses were $15.1 million for the second quarter of 2023, compared to $12.5 million in the same period of 2022. The increase in expense was mainly attributable to a $3.9 million non-cash reduction in the fair value of contingent consideration recorded in the second quarter of 2022 associated with the Boston Scientific product acquisition. Absent this fair value adjustment, operating expenses decreased $1.4 million compared to the second quarter of 2022.

Net loss in the second quarter of 2023 was $8.7 million, compared to a net loss of $5.6 million for the same period in 2022.

Adjusted EBITDA for the second quarter of 2023 was negative $4.6 million, compared to negative $4.5 million for the same period in 2022.

Financial Outlook for Fiscal Year 2023

Revenue guidance remains consistent with the guidance given during the previous quarter, with annual revenue anticipated to be in the range of $52 to $55 million.

Webcast and Conference Call Information

Minerva Surgical will host a conference call to discuss the second quarter 2023 financial results after market close on Wednesday, August 2, 2023, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. Interested parties may access the live call via telephone by dialing 877-407-3982 for domestic callers or 201-493-6780 for international callers. The live webinar may be accessed by visiting the Recent Events Section of the Minerva investor relations website or by registering here. A replay of the webinar will be available shortly after the conclusion of the call and will be archived on Minerva’s website.

Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

To provide investors with additional information regarding the Company’s financial results, it has provided EBITDA and adjusted EBITDA. The Company calculates EBITDA, a non-GAAP financial measure, as net income/(loss) excluding depreciation and amortization, interest income and expense and income tax expense. The Company calculates adjusted EBITDA, a non-GAAP financial measure by further excluding non-cash items for stock-based compensation expenses, loss on extinguishment of long-term debt and convertible notes, gain on extinguishment of PPP loan, change in fair value of redeemable convertible preferred stock warrant liability, change in fair value of contingent consideration liability and change in fair value of derivative liabilities. EBITDA margin represents EBITDA as a percentage of revenue. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue. EBITDA and Adjusted EBITDA should be viewed as measures of operating performance that are supplements to, and not substitutes for, operating income (loss), net income (loss) and other U.S. GAAP measures of income and loss.

The Company has included adjusted EBITDA in this earnings release because it is a key measure used by the Company’s management and board of directors to evaluate and compare the Company’s financial and operational performance over multiple periods, identifying trends affecting the Company’s business, formulating business plans and making strategic decisions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain non-recurring variable charges. In addition, the Company believes that providing each of EBITDA and Adjusted EBITDA, together with a reconciliation of net loss to each such measure, helps investors make comparisons between Minerva Surgical and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.

Each of EBITDA and Adjusted EBITDA is used by the Company’s management team as an additional measure of Company performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of EBITDA and Adjusted EBITDA help the Company’s management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. Each of EBITDA and Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include information regarding trends and expectations for the Company’s products and technology, demand for the Company’s products, the Company’s expected financial performance, expenses, and position in the market and outlook for fiscal year 2023. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2023, as filed with the U.S. Securities and Exchange Commission (SEC) on May 3, 2023, and available at www.SEC.gov, and which will be updated in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2023 which we expect to file with the SEC on August 3, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Contact:

Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

Click here for PDF Version

SANTA CLARA, CALIFORNIA, UNITED STATES, July 25, 2023/EINPresswire.com/ — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on solutions to meet the distinct healthcare needs of women, announced today that it will release its second quarter 2023 financial results on Wednesday, August 2, 2023. In conjunction with the release, the company will host a conference call and webcast that day at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss its financial results and recent highlights.

Interested parties may access the live call via telephone by dialing 877-407-3982 for domestic callers or 201-493-6780 for international callers. The live webinar may be accessed by visiting the Recent Events Section of the Minerva investor relations website or by registering here. A replay of the webinar will be available shortly after the conclusion of the call and will be archived on Minerva’s website.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

INVESTOR RELATIONS CONTACT:

Caroline Corner
ICR Westwicke
415-202-5678
investors@minervasurgical.com

MEDIA CONTACT:

Media/Press: media@minervasurgical.com

RELATED LINKS:

www.minervasurgical.com
www.AUBandMe.com

 

 

 

Click here for PDF Version

SANTA CLARA, Calif., May 02, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported first quarter financial results for the period ended March 31, 2023.

First Quarter and Recent Business Highlights:

• Reported revenue of $12.5 million in the first quarter of 2023, compared with revenue of $10.9 million in the first quarter of 2022
• Increased revenue for all product lines compared to the first quarter of 2022, with Symphion increasing 20% and Minerva ES increasing 18%
• Appointed Todd Usen as Chief Executive Officer at the start of 2023 concurrent with the retirement of former CEO David Clapper
• Closed on a $30.0 million private placement of common stock on February 9, 2023, led by Accelmed Partners II L.P. with participation by New Enterprise Associates

“As our new CEO, I spent the first quarter meeting with customers, partners, and our commercial team, and those conversations have truly underscored my belief that Minerva is uniquely positioned to serve the healthcare needs of women with our best-in-class surgical products,” said Todd Usen, Minerva Surgical’s Chief Executive Officer. “With a quarter of solid revenue performance and our strengthened balance sheet, I am confident in our future plans for sustainable growth while providing physicians with the tools to positively impact women everywhere.”

First Quarter 2023 Financial Results

Revenue was $12.5 million for the first quarter of 2023, compared to $10.9 million in the first quarter of 2022. The 15% increase in revenue compared to the first quarter of 2022, was the result of revenue increasing for all product lines, with a 20% increase in Symphion product revenue, an 18% increase in Minerva ES product revenue and a 5% increase in revenue for Genesys HTA.

Gross margin was 56.0% for the first quarter of 2023, increasing from 49.5% in the same period of 2022. Gross margin was positively impacted as fixed overhead costs were reduced and spread over a larger base of product revenue. Additionally, in the first quarter of 2023 there was a change in the estimated useful life of equipment under customer usage agreements. The useful life of this capital equipment was increased from three to five years, resulting in a decrease in amortization charges that are captured in the cost of goods sold.

Operating expenses were $17.3 million for the first quarter of 2023, compared to $15.7 million in the same period of 2022. The increase was mainly attributable to increased sales and marketing expenses due to the expansion of the sales force since the first quarter of 2022, as well as an increase in research and development related expenses.

Net loss in the first quarter of 2023 was $11.3 million, compared to a net loss of $10.9 million for the same period in 2022.

Adjusted EBITDA for the first quarter of 2023 was negative $6.5 million, compared to negative $6.3 million for the same period in 2022.

Financial Outlook for Fiscal Year 2023

The Company expects revenue for the full year of 2023 to be in the range of $51 to $55 million.

Webcast and Conference Call Information

Minerva Surgical will host a conference call to discuss the first quarter 2023 financial results after market close on Tuesday, May 2, 2023, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. To access the live call via telephone, please register in advance using the link here. Upon registering, each participant will receive an email confirmation with dial-in numbers and a unique personal PIN that can be used to join the call. The live webinar can be accessed at https://ir.minervasurgical.com.

Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

To provide investors with additional information regarding the Company’s financial results, it has provided EBITDA and adjusted EBITDA. The Company calculates EBITDA, a non-GAAP financial measure, as net income/(loss) excluding depreciation and amortization, interest income and expense and income tax expense. The Company calculates adjusted EBITDA, a non-GAAP financial measure by further excluding non-cash items for stock-based compensation expenses, loss on extinguishment of long-term debt and convertible notes, gain on extinguishment of PPP loan, change in fair value of redeemable convertible preferred stock warrant liability, change in fair value of contingent consideration liability and change in fair value of derivative liabilities. EBITDA margin represents EBITDA as a percentage of revenue. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue. EBITDA and Adjusted EBITDA should be viewed as measures of operating performance that are supplements to, and not substitutes for, operating income (loss), net income (loss) and other U.S. GAAP measures of income and loss.

The Company has included adjusted EBITDA in this earnings release because it is a key measure used by the Company’s management and board of directors to evaluate and compare the Company’s financial and operational performance over multiple periods, identifying trends affecting the Company’s business, formulating business plans and making strategic decisions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain non-recurring variable charges. In addition, the Company believes that providing each of EBITDA and Adjusted EBITDA, together with a reconciliation of net loss to each such measure, helps investors make comparisons between Minerva Surgical and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.

Each of EBITDA and Adjusted EBITDA is used by the Company’s management team as an additional measure of Company performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of EBITDA and Adjusted EBITDA help the Company’s management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. Each of EBITDA and Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include information regarding trends and expectations for the Company’s products and technology, demand for the Company’s products, the Company’s expected financial performance, expenses, and position in the market and outlook for fiscal year 2023. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (SEC) on March 22, 2023, and available at www.SEC.gov, and which will be updated in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023 which we expect to file with the SEC on May 3, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Contact:

Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

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April 18, 2023

SANTA CLARA, Calif., April 18, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS), a medical technology company focused on solutions to meet the distinct uterine healthcare needs of women, announced today that it will release its first quarter 2023 financial results on Tuesday, May 2, 2023. In conjunction with the release, the company will host a conference call and webcast that day at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss its financial results and recent highlights.

To access the live call via telephone, please register in advance using the link here. Upon registering, each participant will receive an email confirmation with dial-in numbers and a unique personal PIN that should be used to join the call.

The live webinar of the call may be accessed by visiting the Recent Events section of the company’s website at http://ir.minervasurgical.com. A replay of the webinar will be available on the Company’s website shortly after the conclusion of the call.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

INVESTOR RELATIONS CONTACT

Caroline Corner
investors@minervasurgical.com
415-202-5678

RELATED LINKS

https://www.aubandme.com
https://www.minervasurgical.com

Click here for PDF Version

March 21, 2023

SANTA CLARA, Calif., March 21, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman’s health company focused on solutions to meet the distinct uterine healthcare needs of women, today reported fourth quarter and full-year financial results for the period ended December 31, 2022.

Fourth Quarter and Recent Business Highlights:

• Reported revenue of $13.8 million in the fourth quarter of 2022, compared with revenue of $13.6 million in the fourth quarter of 2021 and $12.6 million in the third quarter of 2022
• Symphion revenue of $12.1 million for full-year 2022 increased 13% from 2021
• Appointed Todd Usen as Chief Executive Officer at the start of 2023 concurrent with the retirement of former CEO David Clapper
• Closed on a $30 million private placement of common stock on February 9, 2023, led by Accelmed Partners II L.P. with participation by New Enterprise Associates

“With a successful financing behind us, we are well-positioned to enter a new chapter of growth and drive shareholder value,” said Todd Usen, Minerva Surgical’s Chief Executive Officer. “I am extremely excited for Minerva Surgical’s future as we continue to build upon our mission to serve the healthcare needs of women with our best-in-class surgical products.”

Fourth Quarter 2022 Financial Results

Revenue was $13.8 million for the fourth quarter of 2022, compared to $13.6 million in the fourth quarter of 2021 and $12.6 million in the third quarter of 2022. The 1% increase in revenue compared to the fourth quarter of 2021, was the result of a 5% increase in Symphion product revenue and a 3% increase in Minerva ES product revenue partially offset by a 4% decrease in revenue for Genesys HTA. We experienced a 10% increase in revenue compared to the third quarter of 2022, with revenue increasing 13% for Minerva ES, 11% for Genesys HTA and 2% for Symphion.

Overall gross margin was 53.4% for the fourth quarter of 2022, decreasing from 57.3% in the same period of 2021 and 54.1% reported in the third quarter of 2022. This reduction in gross margin was due in part to the shift in product mix from Genesys HTA to Symphion, which currently has a lower gross margin. Additionally, we have placed a significant number of controllers over the past year at customer sites, contributing to an increase in the cost of goods sold, as the cost of the controllers amortize over future time periods.

Operating expenses were $12.6 million for the fourth quarter of 2022, compared to $14.5 million in the same period of 2021. The decrease in operating expenses was driven by a $5.0 million reversal of the liability associated with the final potential acquisition related payment due to Boston Scientific. This $5.0 million reduction was partially offset by an increase in a reserve for litigation matters, increased sales and marketing expense due to the expansion of the sales force and an increase in spending on physician and patient outreach, as well additional research and development related spend.

Net loss in the fourth quarter of 2022 was $6.2 million, compared to net income of $10.8 million for the same period in 2021, and a net loss of $11.3 million in the third quarter of 2022.

Adjusted EBITDA for the fourth quarter of 2022 was negative $5.7 million, compared to negative $3.2 million for the same period in 2021, and negative $5.8 million in the third quarter of 2022.

Full-Year 2022 Financial Results

Revenue was $50.3 million for the full-year 2022, compared to $52.1 million for the full-year 2021. The 3% decrease in revenue, was the result of a 7% decrease in revenue for our endometrial ablation products, Minerva ES and Genesys HTA partially offset by a 13% increase in Symphion product revenue.

Overall gross margin was 54.2% for the full-year 2022, decreasing from the gross margin of 58.6% for the full-year 2021. This reduction in gross margin was mainly a result of the shift in product mix from Genesys HTA to Symphion, which currently has a lower gross margin. The gross margin was also negatively impacted as fixed overhead costs were spread over a smaller base of product revenue in 2022 compared to 2021.

Operating expenses were $58.1 million for the full-year 2022, compared to $59.7 million for the full-year 2021. The decrease in operating expenses was driven by a $9.1 million reversal of the liability throughout 2022 associated with the final potential acquisition related payment due to Boston Scientific. This $9.1 million reduction was partially offset by an increase in a reserve for litigation matters, increased sales and marketing expense due to the expansion of the sales force and an increase in spending on physician and patient outreach, as well as an increase in general and administrative expenses associated with operating as a public company for the entirety of 2022.

Net loss for the full-year 2022 was $34.1 million, compared to a net loss of $21.5 million for the full-year 2021.

Adjusted EBITDA for the full-year 2022 was negative $22.3 million, compared to negative $11.3 million for the full-year 2021.

Financial Outlook for Fiscal Year 2023

We plan to discuss 2023 annual guidance on our first quarter earnings call in May, following completion of our strategic business review with our board and new CEO.

Webcast and Conference Call Information

Minerva Surgical will host a conference call to discuss the fourth quarter and full-year 2022 financial results after market close on Tuesday, March 21, 2023 at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. To access the live call via telephone, please register in advance using the link here. Upon registering, each participant will receive an email confirmation with dial-in numbers and a unique personal PIN that can be used to join the call. The live webinar can be accessed at https://ir.minervasurgical.com.

Use of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

To provide investors with additional information regarding the Company’s financial results, it has provided EBITDA and adjusted EBITDA. The Company calculates EBITDA, a non-GAAP financial measure, as net income/(loss) excluding depreciation and amortization, interest income and expense and income tax expense. The Company calculates adjusted EBITDA, a non-GAAP financial measure by further excluding non-cash items for stock-based compensation expenses, loss on extinguishment of long-term debt and convertible notes, gain on extinguishment of PPP loan, change in fair value of redeemable convertible preferred stock warrant liability, change in fair value of contingent consideration liability and change in fair value of derivative liabilities. EBITDA margin represents EBITDA as a percentage of revenue. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue. EBITDA and Adjusted EBITDA should be viewed as measures of operating performance that are supplements to, and not substitutes for, operating income (loss), net income (loss) and other U.S. GAAP measures of income and loss.

The Company has included adjusted EBITDA in this earnings release because it is a key measure used by the Company’s management and board of directors to evaluate and compare the Company’s financial and operational performance over multiple periods, identifying trends affecting the Company’s business, formulating business plans and making strategic decisions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain non-recurring variable charges. In addition, the Company believes that providing each of EBITDA and Adjusted EBITDA, together with a reconciliation of net loss to each such measure, helps investors make comparisons between Minerva Surgical and other companies that may have different capital structures, different tax rates, and/or different forms of employee compensation.

Each of EBITDA and Adjusted EBITDA is used by the Company’s management team as an additional measure of Company performance for purposes of business decision-making, including managing expenditures, and evaluating potential acquisitions. Period-to-period comparisons of EBITDA and Adjusted EBITDA help the Company’s management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. Each of EBITDA and Adjusted EBITDA has inherent limitations because of the excluded items, and may not be directly comparable to similarly titled metrics used by other companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include information regarding trends and expectations for the Company’s products and technology, demand for the Company’s products, the Company’s expected financial performance, expenses, and position in the market and outlook for fiscal year 2023, and the impact of COVID-19 and its variants on the Company’s operations and those of its customers. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the U.S. Securities and Exchange Commission (SEC) on November 14, 2022, and available at www.SEC.gov, and which will be updated in our 2022 Annual Report on Form 10-K which we expect to file with the SEC on March 22, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Contact:

Media/Press: media@minervasurgical.com
Investors: investor.relations@minervasurgical.com
www.minervasurgical.com
www.AUBandMe.com

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin: The following table presents reconciliation of net loss to adjusted EBITDA for each of the periods indicated.

Click here for PDF Version

March 21, 2023

SANTA CLARA, Calif., March 21, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical), a women’s health company focused on solutions to meet the distinct uterine healthcare needs of women, announced today the appointment of Kaile Zagger as its new Chief Commercial Officer. Ms. Zagger’s leadership will help guide the strategic growth of the company and advance its position as a leader in women’s healthcare solutions.

“We are excited to have Kaile as our new Chief Commercial Officer for her proven track record of driving exponential growth and productivity, while delivering bottom line results,” said Todd Usen, president and CEO of Minerva Surgical. “Beyond her professional acumen, Ms. Zagger’s passion for channeling her leadership experience into companies that improve the quality of healthcare for women and children aligns with our mission at Minerva Surgical, and we are pleased to welcome her to the team.”

Ms. Zagger brings more than 20 years of experience in the healthcare industry in sales, organizational development, growth acceleration, restructuring and operational excellence with increasing responsibility at such firms as Boston Scientific, Intuitive Surgical, GE Healthcare, Philips Healthtech and Change Healthcare. Additionally, she has held C-Suite positions for both private and publicly-held companies and has led multiple large-scale transformations.

“Women’s health is a uniquely personal field of healthcare that I am committed to transforming,” said Kaile Zagger. “It is an important time in women’s health, and we have much work to do to progress this area of care. I am excited about the future and thrilled to work alongside this management team to re-position the organization as a leader in this important segment.”

In addition to her executive level leadership with globally recognized firms, Ms. Zagger has served as a board member for private organizations and nonprofits. Beyond her professional career, Ms. Zagger is the co-Founder of a non-profit foundation whose mission is eradication of late-stage female reproductive cancers.

About Minerva Surgical, Inc.

Minerva Surgical is a commercial-stage medical technology company focused on developing, manufacturing, and commercializing minimally invasive solutions to meet the distinct uterine healthcare needs of women. The Company has established a broad product line of commercially available, minimally invasive alternatives to hysterectomy, which are designed to address the most common causes of Abnormal Uterine Bleeding (AUB) in most uterine anatomies. The Minerva Surgical solutions can be used in a variety of medical treatment settings and aim to address the drawbacks associated with alternative treatment methods and to preserve the uterus by avoiding unnecessary hysterectomies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include information regarding trends and expectations for the Company’s products and technology in the future, and the Company’s expected future financial performance. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the U.S. Securities and Exchange Commission (SEC) on November 14, 2022, and available at www.SEC.gov, and which will be updated in our 2022 Annual Report on Form 10-K which we expect to file with the SEC on March 22, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

MEDIA CONTACT

media@minervasurgical.com

INVESTOR RELATIONS CONTACT

Investor.relations@minervasurgical.com

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com