Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 28, 2022, Minerva Surgical, Inc. ("Minerva" or the "Company") received written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is not in compliance with the minimum Market Value of Publicly Held Shares ("MVPHS") of $5,000,000 under the Nasdaq Listing Rules (the "Listing Rules"). Based on the Company's MVPHS for the last thirty-one (31) consecutive business days from November 11, 2022 to December 27, 2022, the Company no longer meets the minimum MVPHS requirement set forth in Listing Rule 5450(b)(1)(C). The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company's securities on the Nasdaq Global Market subject to previous disclosures on Form 8-K. (See Form 8-K filed with the SEC on November 2, 2022).

The Notice states that under Listing Rule 5810(c)(3)(D), the Company is provided with a compliance period of 180 calendar days, or until June 23, 2023 to regain compliance under the Listing Rules. To regain compliance under the Listing Rules, the Company's MVPHS must close at $5,000,000 for a minimum of ten (10) consecutive business days. In the event the Company does not regain compliance by June 23, 2023, the Company may face delisting.

The Company intends to monitor its MVPHS between now and June 23, 2023, and to evaluate its available options to regain compliance within the compliance period.


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