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Minerva Surgical to Announce Fourth Quarter and Full Year 2022 Financial Results

By IR News

Click here for PDF Version

March 8, 2023

SANTA CLARA, Calif., March 08, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it will release its fourth quarter and full year 2022 financial results on Tuesday, March 21, 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

Minerva Surgical Closes $30 Million Private Placement of Common Stock

By IR News

Click here for PDF Version

February 9, 2022

SANTA CLARA, Calif., Feb. 09, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it has closed on the sale of 146,627,565 shares of its common stock in a private placement, led by Accelmed Partners (Accelmed), with participation by New Enterprise Associates, at an offering price of $0.2046 per share. Accelmed is now the controlling stockholder of Minerva Surgical.

Gross proceeds of the private placement are approximately $30 million, before deducting placement agent fees and other expenses payable by Minerva Surgical. Piper Sandler acted as sole placement agent for the private placement.

Minerva Surgical intends to use the net proceeds from the private placement, together with existing cash and cash equivalents, to support operations, research and development activities, working capital and other general corporate purposes.

“We are pleased to announce the closing of this private placement and are excited to welcome Accelmed in furthering our mission,” said Todd Usen, Minerva Surgical’s Chief Executive Officer. “This investment provides us with the cash runway to enter a new chapter of growth and continue to serve the healthcare needs of women with our best-in-class surgical products.”

“We are excited to partner with Minerva Surgical and look 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 issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (Securities Act), or any state’s securities laws, and have been 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 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.

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, but are not limited to, registration of the shares of common stock being issued and sold in the private placement, the Company’s use of proceeds from the private placement and management’s beliefs regarding the Company’s cash runway following the closing of the private placement. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results may differ materially from these statements and from actual or future events due to a variety of factors, including: the Company may experience disruptions in its business due to the private placement and the transaction contemplated thereby; and any use of proceeds may not occur as expected. Other 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 most recent quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on November 14, 2022, 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.

About Accelmed Partners.

Accelmed is a U.S.-based private equity firm focused on acquiring and investing in U.S. commercial stage, lower middle market HealthTech companies. Since 2009, Accelmed has deployed over half a billion dollars into companies spanning medical devices, diagnostics, digital health and technology-enabled healthcare services. Accelmed seeks to accelerate value and scale innovation across the HealthTech field by bringing to bear the team’s industry experience, operational and financial expertise, and strong global relationships. For more information, please visit www.accelmed.com.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical to Present at the 41st Annual J.P. Morgan Healthcare Conference

By IR News

Click here for PDF Version

January 3, 2023

SANTA CLARA, Calif., Jan. 03, 2023 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that its management team will present at the 41st Annual J.P. Morgan Healthcare Conference on Thursday, January 12th at 9:45 a.m. Pacific Time.

A live audio webcast and replay of the presentation may be accessed through the “Recent Events” section of Minerva’s website at http://ir.minervasurgical.com.

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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical Announces Retirement of CEO David Clapper and Appointment of Todd Usen as Company President and CEO

By IR News

Click here for PDF Version

December 28, 2022

SANTA CLARA, Calif., Dec. 28, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that David Clapper, who has served as President and Chief Executive Officer since 2011, has chosen to retire. The Company’s board of directors (the Board) has appointed industry executive Todd Usen as President and Chief Executive Officer of Minerva Surgical and a member of the Board to succeed Mr. Clapper effective January 2, 2023. To ensure a smooth leadership transition, Mr. Clapper will continue to serve in his role through Mr. Usen’s first day of employment and has entered into a consulting agreement for 12 months following his retirement.

“On behalf of the Board, the management team, and Minerva Surgical’s employees, we want to thank Dave for his leadership and impact over the last eleven years, building a leading business in women’s health,” said Ross Jaffe, M.D, Minerva Surgical’s Chairman of the Board. “We appreciate Dave securing our latest financing as well as assisting in the search to find a strong successor, both of which ensure that Minerva Surgical is well-positioned going forward.”

Dr. Jaffe continued, “We are delighted to welcome Todd Usen to his new role as President and Chief Executive Officer of Minerva Surgical. Todd’s experience leading best-in-class medical device companies and driving market growth is a great strategic fit for the Company. The Board and management team look forward to working with him to continue to improve patient lives and grow our outstanding women’s health company.”

“It’s been a great privilege to collaborate with our incredible team to serve Minerva Surgical’s stockholders, customers, and employees, and I am so proud of what we’ve accomplished together,” said Mr. Clapper. “I have served over eleven years as CEO, and I feel this is the right time for me to step aside and start a new chapter in my life. Minerva Surgical is in a great operational position and is led by an experienced management team. I have the utmost confidence in Todd to lead Minerva Surgical into the future and fulfill the mission to meet the uterine health needs of women.”

“I am honored to join Minerva Surgical and look forward to working with the entire organization to continue driving value for all stakeholders, but most importantly women all over the world who experience heavy bleeding, leading to unnecessary hysterectomies,” said Mr. Usen. “With the most convincing clinical data in the market, a strong commercial footprint and the recently announced financing, I believe that Minerva Surgical is poised to scale our growth and deliver best-in-class surgical solutions to better serve the compelling unmet needs in women’s health today.”

Mr. Usen has extensive commercial and operational experience with a proven track record of leading large, complex global businesses across several highly-regarded medical device companies. He most recently spent the last four years as the Chief Executive Officer of Activ Surgical, a digital surgery company focused on advanced surgical imaging and AI, where he oversaw the FDA/CE clearance of its ActivSight technology, as well as leading four fundraising rounds totaling over $92 million. From 2015 to 2018, Mr. Usen was President, Medical Systems Group, for Olympus Corporation of the Americas, where he took charge of a complex $2B+ business and restructured the company for leaner growth and investment, drove successful mergers and acquisitions activity, led the expansion from 6 medical divisions to 11 in 3.5 years. Prior to that, Mr. Usen served in executive positions including President, United States Orthopedics, Senior Vice President & General Manager, Joint Reconstruction, and Senior Vice President Sports Medicine at Smith and Nephew, and Vice President Sales and Director of Sales at Boston Scientific Corporation. Mr. Usen holds a BS in Marketing from the Isenberg School at the University of Massachusetts.

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, but are not limited to, statements regarding plans for David Clapper to retire and Todd Usen to join the Company. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results may differ materially from these statements and from actual or future events due to a variety of factors. Other 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 most recent quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on November 14, 2022, 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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical Announces $30 Million Private Placement of Common Stock Led by Accelmed Partners

By IR News

Click here for PDF Version

December 27, 2022

SANTA CLARA, Calif., Dec. 27, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a women’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), 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.

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, but are not limited to, statements regarding the closing of the private placement, registration of the shares of commons stock being to be issued and sold in the private placement, the Company’s use of proceeds from the private placement and management’s beliefs regarding the Company’s cash runway following the closing of the private placement. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results may differ materially from these statements and from actual or future events 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 the private placement and the transaction contemplated thereby; and any use of proceeds may not occur as expected. Other 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 most recent quarterly report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on November 14, 2022, 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.

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 SEC’s website at www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s common stock in respect of the proposals to be voted on by stockholders at the Special Meeting. Information about the participants in the proxy solicitation of their direct and indirect interests, by security holdings or otherwise, will be included in the Company’s notice of special meeting and proxy statement for its Special Meeting. This document will be available free of charge at the SEC’s website at www.sec.gov and from Investor Relations at Minerva Surgical, Inc. as described above.

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.

About Accelmed Partners.

Accelmed is a U.S.-based private equity firm focused on acquiring and investing in U.S. commercial stage, lower middle market HealthTech companies. Since 2009, Accelmed has deployed over half a billion dollars into companies spanning medical devices, diagnostics, digital health and technology-enabled healthcare services. Accelmed seeks to accelerate value and scale innovation across the HealthTech field by bringing to bear the team’s industry experience, operational and financial expertise, and strong global relationships. For more information, please visit www.accelmed.com.

MEDIA AND INVESTOR RELATIONS CONTACTS

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical to Present at the 34th Annual Piper Sandler Healthcare Conference

By IR News

Click here for PDF Version

November 21, 2022

SANTA CLARA, Calif., Nov. 21, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that its management will present at the 34th Annual Piper Sandler Healthcare Conference on Wednesday, November 30, 2022 at 11:00 a.m. Eastern Time in New York City, NY.

A live audio webcast and replay of the presentation may be accessed through the “Recent Events” section of Minerva’s website at http://ir.minervasurgical.com.

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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical Reports Third Quarter 2022 Financial Results

By IR News

Click here for PDF Version

November 14, 2022

SANTA CLARA, Calif., Nov. 14, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), today reported third quarter financial results for the period ended September 30, 2022.

Third Quarter and Recent Business Highlights:

  • Reported revenue of $12.6 million in the third quarter of 2022, compared with revenue of $12.5 million in the third quarter of 2021 and $13.0 million in the second quarter of 2022
  • Symphion revenue of $3.0 million increased 10% from the third quarter of 2021
  • Website visitors for AUBandMe.com, an educational website which was launched in the fourth quarter of 2021, were up from less than 2,000 visitors in the first quarter of 2022 to over 33,000 new visitors in the most recent quarter
  • Approximately 50% of Minerva Surgical’s business is now under contract, up from 37% in 2021
  • 295 new accounts added or re-activated in the past 12 months across all three product lines

Third Quarter 2022 Financial Results

Revenue was $12.6 million for the third quarter of 2022, compared to $12.5 million in the third quarter of 2021 and $13.0 million in the second quarter of 2022. The 1% increase in revenue compared to the third quarter of 2021, was the result of a 10% increase in Symphion product revenue partially offset by a 2% decrease in revenue for our endometrial ablation products, Minerva ES and Genesys HTA. We experienced a 3% decrease in revenue compared to the second quarter of 2022, with revenue declining 7% for both Symphion & Genesys HTA, partially offset by a 2% increase in Minerva product revenue. We believe these trends are consistent with those experienced by other participants in the markets that we serve, as endometrial ablation procedures and hospital staffing challenges continue to feel the impact from COVID-19.

Overall gross margin was 54.1% for the third quarter of 2022, decreasing from the gross margin of 57.0% in the same period of 2021 and 59.0% reported in the second quarter of 2022. 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 the third quarter of 2022. Additionally, we sold or placed significantly more controllers in the third quarter of 2022 than in prior quarters, which generally have lower margins than our disposable devices, however these capital sales are expected to drive an increase in disposable device sales in future periods.

Operating expenses were $17.3 million for the third quarter of 2022, compared to $13.3 million in the same period of 2021. The increase in operating expenses was driven by an overall increase in sales and marketing expenses due to expansion of the sales force as well as an increase in spending on physician and patient outreach, additional general and administrative expenses associated with operating as a public company, and a significant increase in stock-based compensation expenses.

Net loss in the third quarter of 2022 was $11.3 million, compared to a net loss of $3.2 million for the same period in 2021, and a net loss of $5.6 million in the second quarter of 2022.

Adjusted EBITDA for the third quarter of 2022 was negative $5.8 million, compared to negative $2.6 million for the same period in 2021, and negative $4.5 million in the second quarter of 2022.

Financial Outlook for Fiscal Year 2022

Revenue guidance is unchanged from the guidance given during the previous quarter, with annual revenue anticipated to be between $50 million and $53 million. Sales revenue has been significantly impacted over the past two years, including the first three quarters of 2022, by both government and hospital restrictions on elective surgeries in select markets and staffing challenges at hospitals. We believe the tissue resection markets appear to be regaining strength, while the ablation markets have been a little slower to recover, which has been reflected in our guidance.

Webcast and Conference Call Information

Minerva Surgical will host a conference call to discuss the third quarter 2022 financial results after market close on Monday, November 14, 2022 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 benefit. The Company calculates adjusted EBITDA, a non-GAAP financial measure by further excluding non-cash items for stock-based compensation expenses, 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 2022, 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. 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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical Announces Change of Date for Third Quarter 2022 Earnings Release and Conference Call

By IR News

Click here for PDF Version

November 7, 2022

SANTA CLARA, Calif., Nov. 07, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it has changed the date of its previously announced earnings conference call. It will now report its third quarter 2022 financial results on Monday, November 14, 2022. 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 can 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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical to Announce Third Quarter 2022 Financial Results

By IR News

Click here for PDF Version

October 26, 2022

SANTA CLARA, Calif., Oct. 26, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that it will release its third quarter 2022 financial results on Wednesday, November 9, 2022. 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 can 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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com

Minerva Surgical to Present at the H.C. Wainwright 24th Annual Global Investment Conference

By IR News

Click here for PDF Version

August 29, 2022

SANTA CLARA, Calif., Aug. 29, 2022 (GLOBE NEWSWIRE) — Minerva Surgical, Inc. (Nasdaq: UTRS) (Minerva Surgical or the Company), a woman’s health company focused on the treatment of Abnormal Uterine Bleeding (AUB), announced today that its management will present at the H.C. Wainwright 24th 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 12, 2022.

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.

MEDIA CONTACT

Mike Clapper
mike.clapper@minervasurgical.com
804-295-7676

INVESTOR RELATIONS CONTACT

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

RELATED LINKS

https://www.aubandme.com

https://www.minervasurgical.com