SEC Form SC 13D/A filed by Minerva Surgical Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Minerva Surgical, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

60343F106

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 27, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

__________________________

¹ Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.

__________________________

² Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.  

__________________________

³ Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.

__________________________

⁴ Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.

__________________________

⁵ Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.

__________________________

⁶ Includes only shares directly held by NEA 13. NEA 13 may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. See Item 4 and Item 5.

This Amendment No. 1 to Schedule 13D amends and restates the Schedule 13D originally filed on November 17, 2021 and relates to the Common Stock, $.001 par value per share (the “Common Stock”) of Minerva Surgical, Inc. (the “Issuer”) having its principal executive office at 4255 Burton Dr., Santa Clara, CA 95054.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

This statement is being filed by:

(a) New Enterprise Associates 13, L.P. (“NEA 13”);

(b) NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; and NEA 13 GP, LTD (“NEA 13 LTD” and, together with NEA Partners 13, the “Control Entities”), which is the sole general partner of NEA Partners 13; and

(c) Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”) and Scott D. Sandell (“Sandell”) (together, the “Directors”). The Directors are the directors of NEA 13 LTD.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of NEA 13, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.

The principal business of NEA 13 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 13 is to act as the sole general partner of NEA 13. The principal business of NEA 13 LTD is to act as the sole general partner of NEA Partners 13. The principal business of each of the Directors is to manage the Control Entities, NEA 13 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

NEA 13 and NEA Partners 13 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 13 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.

On December 27, 2022, the Issuer entered into a share purchase agreement (“Share Purchase Agreement”) with Acclemed Partners II, L.P. (“Acclemed”) and NEA 13 for the sale of an aggregate of 146,627,565 shares of the Issuer’s Common Stock (subject to adjustment for any stock split occurring prior to closing) in a private placement (the “Private Placement”) at an offering price of $0.2046 per share (subject to adjustment for any stock split occurring prior to closing). The closing of the Private Placement is subject to the satisfaction or waiver of certain closing conditions, including that the Company’s stockholders approve of the Private Placement. As a condition to consummating the Share Purchase Agreement and the Private Placement, NEA 13 and certain other stock holders (each a “Stockholder” and together, the “Stockholders”) entered into a side letter and voting agreement (the “Voting Agreement”) with Issuer pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of the Voting Agreement, to vote in favor of the Private Placement and to vote to approve certain amendments to the Issuer’s Amended and Restated Certificate of Incorporated and certain other agreements. Subject to certain exceptions, the Voting Agreement prohibits transfers by the Stockholders of any of their shares of Common Stock prior to the expiration of the Voting Agreement and certain other actions that would impair the ability of the Stockholders to fulfill their obligations under the Voting Agreement. The Voting Agreement will automatically terminate upon certain events, including the termination of the Share Purchase Agreement. The foregoing descriptions of the Share Purchase Agreement and the Voting Agreement are qualified in their entirety by reference to the full text of such agreements, which are attached to the Issuer’s Proxy Statement filed pursuant to Section 14(a) of the Securities and Exchange Act with the Securities and Exchange Commission (“SEC”) on January 13, 2023 (the “Proxy Statement”) as Appendix A and Appendix B respectively. Both the Share Purchase Agreement and Voting Agreement are incorporated herein by reference.

NEA 13 holds a total of 9,999,125 shares of the Issuer’s Common Stock (the “NEA 13 Shares”). As a result of the Voting Agreement, the Reporting Persons may be deemed to be members of a “group” with the parties to the Support Agreement. ⁷

Subject to the terms of the Voting Agreement and depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 13 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

⁷ See the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D or 13G previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by each Stockholder, which includes, or will include, information regarding the other Stockholder’s jurisdiction of organization, principal business and address of principal office. 

Each Reporting Person disclaims beneficial ownership of the NEA 13 Shares and the shares held by other Stockholders other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 29,816,161 shares of Common Stock reported be outstanding as of December 31, 2022 as reported in the Issuer’s Proxy Statement.

Pursuant to the terms of the Share Purchase Agreement, upon closing of the Private Placement NEA 13 will be required to execute a Lock-Up Agreement, the form of which is provided for in Exhibit E to the Share Purchase Agreement and incorporated herein by reference. Additionally, NEA 13 has agreed to enter into that certain registration rights agreement, the form of which is provided for in Exhibit B to the Share Purchase Agreement and incorporated herein by reference.

Other information provided and incorporated by reference in Item 4 is hereby incorporated by reference.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 24^th day of January, 2023.

NEW ENTERPRISE ASSOCIATES 13, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 13, L.P.

By:          *                                

Scott D. Sandell

Director 

NEA 13 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

Forest Baskett

                 *                        

Patrick J. Kerins

                 *                        

Scott D. Sandell

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Minerva Surgical, Inc.

EXECUTED this 24^th day of January, 2023.

NEW ENTERPRISE ASSOCIATES 13, L.P.

  By:          *                                

 Scott D. Sandell

 Director 

NEA PARTNERS 13, L.P.

By:          *                                

Scott D. Sandell

Director 

NEA 13 GP, LTD

By:          *                                

Scott D. Sandell

Director

                 *                        

Forest Baskett

                 *                        

Patrick J. Kerins

                 *                        

Scott D. Sandell

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett            

M. James Barrett

/s/ Peter J. Barris                

Peter J. Barris

/s/ Forest Baskett                

Forest Baskett

/s/ Ali Behbahani                 

Ali Behbahani

/s/ Colin Bryant                   

Colin Bryant

/s/ Carmen Chang               

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher          

Carol G. Gallagher

/s/ Dayna Grayson               

Dayna Grayson

/s/ Patrick J. Kerins             

Patrick J. Kerins

/s/ P. Justin Klein                

P. Justin Klein

/s/ Vanessa Larco               

Vanessa Larco

/s/ Joshua Makower             

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers         

Edward T. Mathers

/s/ David M. Mott                

David M. Mott

/s/ Sara M. Nayeem            

Sara M. Nayeem

/s/ Jason R. Nunn                

Jason R. Nunn

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

/s/ Chetan Puttagunta          

Chetan Puttagunta

/s/ Jon Sakoda                     

Jon Sakoda

/s/ Scott D. Sandell              

Scott D. Sandell

/s/ A. Brooke Seawell          

A. Brooke Seawell

/s/ Peter W. Sonsini             

Peter W. Sonsini

/s/ Melissa Taunton             

Melissa Taunton

/s/ Frank M. Torti                

Frank M. Torti

/s/ Ravi Viswanathan           

Ravi Viswanathan

/s/ Paul E. Walker               

Paul E. Walker

/s/ Rick Yang                      

Rick Yang