UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~July~~August 12, 2023

Minerva Surgical, Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware	001-40919	26-3422906
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4255 Burton Dr., Santa Clara, CA 95054

(Address of Principal Executive Offices) (Zip Code)

(855) 646-7874

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	UTRS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results ~~Of Directors or Certain Officers; Election Of Directors; Appointment~~ of ~~Certain~~Operations ~~Officers;~~and ~~Compensatory~~Financial ~~Arrangements of Certain Officers~~Condition.

On ~~July~~August 12, 2023, ~~Dr.~~Minerva ~~Ross~~Surgical, AInc. ~~Jaffe, Chairman of the Board of Directors~~ (the “~~Board~~Company”), ~~resigned~~issued ~~from~~a ~~the~~press ~~Board~~release ~~and~~announcing ~~from~~the results of the ~~compensation~~Company’s ~~committee~~operations offor the ~~Board~~quarter ofended ~~Minerva~~June ~~Surgical~~30, ~~Inc~~2023. ~~(the~~The ~~“Company”). Dr.~~full ~~Jaffe’s~~text ~~decision~~of tothe ~~resign~~press ~~was~~release ~~not~~is ~~the~~furnished ~~result~~as ofExhibit ~~any~~99.1 ~~disagreement~~to ~~with~~this ~~the~~Current ~~policies,~~Report ~~procedures~~on orForm ~~practices~~8-K ofand ~~the~~is ~~Company~~incorporated herein by reference.

~~Item~~The information in this Current Report on Form 8-K, including Exhibit 99.011 ~~Other~~hereto, ~~Events~~is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

InItem ~~connection with Dr~~9.01 ~~Jaffe’s~~Financial ~~resignation,~~Statements ~~the~~and ~~Board appointed Dr~~Exhibits. ~~Uri Geiger as non-executive Chairman of the Board to fill such vacancy.~~

(d) Exhibits.



Exhibit No.		Description

99.1		Press release of Minerva Surgical, Inc., dated August 2, 2023, announcing unaudited second quarter 2023 financial results.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

MINERVA SURGICAL, INC. By: /s/ ~~Todd~~Joel ~~Usen~~R. Jung Name: ~~Todd~~Joel ~~Usen~~R. Jung Title: Chief ~~Executive~~Financial Officer

Date: ~~July~~August 72, 2023.

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