Minerva Surgical: Material Final Agreement – Form 8-K

8-K

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Report date (date of first reported event): July 29, 2022

Minerva Surgical, Inc.

(Exact name of the declarant as specified in its charter)

Delaware

001-40919

26-3422906

(State or other jurisdiction of

incorporation)

(commission file number)

(IRS Employer)

ID number

4255 Burton Drive., Santa Clara, California 95054

(Address of main executive offices)

(855) 646-7874

(Telephone number of holder, including area code)

N / A

(Former name or address, if changed since last report.)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade symbols

Name of each exchange listed on

Common shares, par value $0.001

UTRS

The NASDAQ Stock Market LLC

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§ 230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b- 2 of this chapter).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act.

Item 1.01. Concluding a significant definitive agreement

On July 29, 2022, Minerva Surgical, Inc. (the “Company”) entered into a new operating lease for its current approximately 33,000 square foot facility at Santa Clara, California 95054 (“Mission Park Lease”). The Company’s current sublease lease for this facility expires in May 2023. The new lease begins June 1, 2023 and will expire May 31, 2028. The Mission Park lease includes base monthly rent payments of approximately $88 $341 which increases annually by 3% over the term of the lease. In addition to base rent, the Company will continue to reimburse the landlord for certain operating expenses under the terms of the Mission Park lease.

This summary of the Mission Park Lease does not purport to be complete and is qualified and qualified in its entirety by reference to the full text of the Mission Park Lease, a copy of which will be filed as an attachment to the Company’s Quarterly Report. Report on Form 10-Q for the quarter ended September 30, 2022.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Holder has duly caused this report to be signed on its behalf by the duly authorized undersigned.


MINERVA SURGICAL, INC.

Date: August 3, 2022

By:

/s/ Joel R. Jung

Financial director

(Senior Finance and Accounting Officer)

Christine E. Phillips