CUSIP
No. 60343F106
|
13D |
Page
2 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
New
Enterprise Associates 13, L.P.
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
3 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA
Partners 13, L.P.
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
4 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA 13 GP, LTD
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
5 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
934,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
6 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Patrick J. Kerins
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
7 of 16 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
34,437,052 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
34,437,052 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,437,052
shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 60343F106
|
13D |
Page
8 of 16 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 2 to Schedule 13D amends and restates the Schedule 13D originally filed on November 17, 2021 and Amendment No. 1 filed
on January 24, 2023 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. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto).
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule
13D (and Amendment No. 1 thereto).
| Item 2. | Identity
and Background. |
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.
CUSIP
No. 60343F106
|
13D |
Page
9 of 16 Pages |
| Item 4. | Purpose
of Transaction. |
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 to NEA 13 of an aggregate of 24,437,927 shares of the Issuer’s Common
Stock in a private placement (the “Private Placement”) at an offering price of $0.2046 per share. On February 9, 2023, (the
“Closing Date”), the Private Placement closed. The foregoing descriptions of the Share Purchase Agreement is qualified in
its entirety by reference to the full text of such agreement, which is 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. The Share Purchase Agreement is incorporated herein by reference.
As
of the Closing Date, NEA 13 holds a total of 34,437,052 shares of the Issuer’s Common Stock (the “NEA 13 Shares”).
NEA
13 acquired the NEA 13 shares for investment purposes. Subject to the terms of the Share Purchase 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:
| (a) | The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of
the Issuer; |
| (b) | An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; |
| (c) | A sale or
transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change
in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material
change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other
material change in the Issuer’s business or corporate structure; |
| (g) | Changes in
the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a
class of securities of the Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; |
| (i) | A class of
equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action
similar to any of those enumerated above. |
CUSIP
No. 60343F106
|
13D |
Page
10 of 16 Pages |
| Item 5. | Interest
in Securities of the Issuer. |
| (a) | NEA
13 is the record owner of the NEA 13 Shares. As the sole general partner of NEA 13, NEA Partners
13 may be deemed to own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners
13, NEA 13 LTD may be deemed to own beneficially the NEA 13 Shares. As members of NEA 13
LTD, each of the Directors may be deemed to own beneficially the NEA 13 Shares. |
Each Reporting
Person disclaims beneficial ownership of the NEA 13 Shares 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 176,443,726 shares of Common Stock, which
includes: the sum of (1) 29,816,161 shares of Common Stock reported be outstanding as of December 31, 2022, and (2) 146,627,565 shares
of Common Stock issued on the Closing Date pursuant to the Private Placement, both as reported in the Issuer’s Form 8-K as filed
with the SEC on February 9, 2023.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except
as set forth in Item 4 above, none of the Reporting Persons has effected any transaction
in the NEA 13 Shares during the last 60 days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, NEA 13 Shares beneficially owned by any
of the Reporting Persons. |
| Item 6. | Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
Pursuant to
the terms of the Share Purchase Agreement, on the Closing Date NEA 13 entered into 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 entered 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.
| Item
7. | Material
to be Filed as Exhibits. |
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.
CUSIP
No. 60343F106
|
13D |
Page
11 of 16 Pages |
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 21st day of February, 2023.
NEW
ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA
PARTNERS 13, L.P.
General
Partner |
| By: | NEA
13 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 13, L.P.
| By: | NEA
13 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
13 GP, LTD
By:
*
Scott
D. Sandell
Director
CUSIP
No. 60343F106
|
13D |
Page
12 of 16 Pages |
*
Forest
Baskett
*
Patrick J. Kerins
*
Scott
D. Sandell
*/s/
Louis S. Citron
Louis
S. Citron
As
attorney-in-fact
This Amendment No. 2 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.
CUSIP
No. 60343F106
|
13D |
Page
13 of 16 Pages |
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 21st day of February, 2023.
NEW
ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA
PARTNERS 13, L.P.
General
Partner |
| By: | NEA
13 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 13, L.P.
| By: | NEA
13 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
13 GP, LTD
By:
*
Scott
D. Sandell
Director
CUSIP
No. 60343F106
|
13D |
Page
14 of 16 Pages |
*
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.
CUSIP
No. 60343F106
|
13D |
Page
15 of 16 Pages |
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
CUSIP
No. 60343F106
|
13D |
Page
16 of 16 Pages |
/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