Formation and Business of the Company	9 Months Ended
Sep. 30, 2021
Disclosure Text Block [Abstract]
Formation and Business of the Company	1. Formation and Business of the Company The Company Minerva Surgical, Inc. ("the Company", "we", "our") was incorporated in the state of Delaware on November 3, 2008. The Company's headquarters are in Santa Clara, California. The Company is a medical device company that develops therapeutic devices that treat abnormal uterine bleeding in a minimally invasive manner. The Company commenced commercial introduction of its products in the United States in 2015 following the clearance by the U.S. Food and Drug Administration. In May 2020, the Company acquired certain assets from Boston Scientific Corporation (BSC) to broaden its product offerings to its customers. The Company derives all of its revenue from sales to customers in the United States through a direct sales force. Initial Public Offering On October 21, 2021, the Company's registration statement on Form S-1 (File No. 333- 259832) relating to its initial public offering ("IPO") of common stock became effective. The Company issued and sold 6,250,000 shares of its common stock at a public offering price of $12.00 per share, for aggregate gross proceeds of $75.0 million. The Company received $69.8 million in net proceeds after deducting underwriting discounts and commissions. The total IPO offering costs other than underwriting discounts and commissions were $3.3 million. At September 30, 2021, $1.9 million of expenses incurred in connection with the Company's IPO had not yet been paid and are included in Accounts payable and accrued liabilities on the interim condensed balance sheet as of September 30, 2021. In connection with the completion of its IPO, on October 21, 2021, the Company's certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share and 5,000,000 authorized shares of preferred stock with a par value of $0.001 per share. The unaudited interim condensed financial statements as of September 30, 2021, including share and per share amounts, do not give effect to the IPO, as it closed subsequent to September 30, 2021. Immediately prior to the IPO, $79.2 million in aggregate outstanding principal and accrued interest of the convertible promissory notes converted into 7,006,297 shares of redeemable convertible preferred stock at a conversion price of $11.31 per share. Also, immediately prior to the closing, all outstanding shares of the Company's redeemable convertible preferred stock (including those issued upon conversion of the convertible promissory notes) converted into 19,404,135 shares of common stock which resulted in the reclassification of the carrying value of the preferred stock to common stock and additional paid-in capital. Liquidity The Company incurred a net loss of $32.3 million and $11.9 million during the nine months ended September 30, 2021 and 2020, respectively, and had an accumulated deficit of $260.4 million as of September 30, 2021. The Company had cash and cash equivalents of $6.1 million as of September 30, 2021. We have incurred significant operational losses since inception and expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. Historically, the Company’s activities have been financed through private placements of equity securities and debt. On October 21, 2021, the Company completed an IPO in which the Company issued and sold 6,2500,000 shares of its common stock at a public offering price of $12.00 per share, for aggregate gross proceeds of $75 million. The Company received approximately $69.8 million in net proceeds after deducting underwriting discounts and commissions. Management believes that the Company’s existing cash and cash equivalents, together with the net proceeds from the IPO, allow the Company to finance its operations for at least the next 12 months from the date of issuance of these unaudited interim condensed financial statements. Impact of the COVID-19 pandemic The COVID-19 pandemic and the resulting economic downturn have impacted business conditions in the industry in which the Company operates. Beginning in March 2020, the Company’s net sales were negatively impacted by the COVID-19 pandemic as hospitals and ambulatory surgical centers (ASCs) delayed or canceled elective procedures. In response to the pandemic, many state and local governments in the U.S. issued orders that temporarily precluded elective procedures in order to conserve scarce health system resources. The decrease in hospital and ASCs admission rates and elective surgeries reduced both the number of patients being evaluated for treatment with and demand for elective procedures using the Company's products. In March 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. These orders and restrictions have significantly decreased the number of procedures performed using the Company’s products and otherwise negatively impacted sales and operations. The Company experienced a second wave of slower than expected revenue growth in the nine months ended September 30, 2021 when certain state governments responding to a second wave of COVID-19 infection rates, including the Delta variant, reinstated hospital and ASC closures for elective procedures. The Company has taken necessary precautions to safeguard its employees, patients, customers, and other stakeholders from the COVID-19 pandemic, while maintaining business continuity to support its patients, customers and employees. The timing, extent and continuation of any increase in procedures, and any corresponding increase in sales of the Company’s products, and whether there could be a future decrease in the current level of procedures as a result of the COVID-19 pandemic or otherwise, remain uncertain and are subject to a variety of factors. We are continuing to monitor the impact of the COVID-19 pandemic on our employees and customers and on the markets in which we operate and will take further actions that we consider prudent to address the COVID-19 pandemic, while ensuring that we can support our customers and continue to develop our products. The ultimate extent of the impact of the COVID-19 pandemic on us is highly uncertain and subject to change. This impact may result in a material, adverse impact on liquidity, capital resources, supply chain, operations, revenue and may affect third parties on which the Company relies and could worsen over time. The extent of the continuing resurgence of COVID-19, the efficacy and extent of distribution of vaccines, and the impact of mutations of COVID-19 is unpredictable.

Formation and Business of the Company

9 Months Ended

Sep. 30, 2021

1. Formation and Business of the Company

The Company

Minerva Surgical, Inc. ("the Company", "we", "our") was incorporated in the state of Delaware on November 3, 2008. The Company's headquarters are in Santa Clara, California. The Company is a medical device company that develops therapeutic devices that treat abnormal uterine bleeding in a minimally invasive manner. The Company commenced commercial introduction of its products in the United States in 2015 following the clearance by the U.S. Food and Drug Administration.

In May 2020, the Company acquired certain assets from Boston Scientific Corporation (BSC) to broaden its product offerings to its customers. The Company derives all of its revenue from sales to customers in the United States through a direct sales force.

Initial Public Offering

On October 21, 2021, the Company's registration statement on Form S-1 (File No. 333- 259832) relating to its initial public offering ("IPO") of common stock became effective. The Company issued and sold 6,250,000 shares of its common stock at a public offering price of $12.00 per share, for aggregate gross proceeds of $75.0 million. The Company received $69.8 million in net proceeds after deducting underwriting discounts and commissions. The total IPO offering costs other than underwriting discounts and commissions were $3.3 million. At September 30, 2021, $1.9 million of expenses incurred in connection with the Company's IPO had not yet been paid and are included in Accounts payable and accrued liabilities on the interim condensed balance sheet as of September 30, 2021.

In connection with the completion of its IPO, on October 21, 2021, the Company's certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share and 5,000,000 authorized shares of preferred stock with a par value of $0.001 per share. The unaudited interim condensed financial statements as of September 30, 2021, including share and per share amounts, do not give effect to the IPO, as it closed subsequent to September 30, 2021.

Immediately prior to the IPO, $79.2 million in aggregate outstanding principal and accrued interest of the convertible promissory notes converted into 7,006,297 shares of redeemable convertible preferred stock at a conversion price of $11.31 per share. Also, immediately prior to the closing, all outstanding shares of the Company's redeemable convertible preferred stock (including those issued upon conversion of the convertible promissory notes) converted into 19,404,135 shares of common stock which resulted in the reclassification of the carrying value of the preferred stock to common stock and additional paid-in capital.

Liquidity

The Company incurred a net loss of $32.3 million and $11.9 million during the nine months ended September 30, 2021 and 2020, respectively, and had an accumulated deficit of $260.4 million as of September 30, 2021. The Company had cash and cash equivalents of $6.1 million as of September 30, 2021.

We have incurred significant operational losses since inception and expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. Historically, the Company’s activities have been financed through private placements of equity securities and debt. On October 21, 2021, the Company completed an IPO in which the Company issued and sold 6,2500,000 shares of its common stock at a public offering price of $12.00 per share, for aggregate gross proceeds of $75 million. The Company received approximately $69.8 million in net proceeds after deducting underwriting discounts and commissions.

Management believes that the Company’s existing cash and cash equivalents, together with the net proceeds from the IPO, allow the Company to finance its operations for at least the next 12 months from the date of issuance of these unaudited interim condensed financial statements.

Impact of the COVID-19 pandemic

The COVID-19 pandemic and the resulting economic downturn have impacted business conditions in the industry in which the Company operates. Beginning in March 2020, the Company’s net sales were negatively impacted by the COVID-19 pandemic as hospitals and ambulatory surgical centers (ASCs) delayed or canceled elective procedures. In response to the pandemic, many state and local governments in the U.S. issued orders that temporarily precluded elective procedures in order to conserve scarce health system resources. The decrease in hospital and ASCs admission rates and elective surgeries reduced both the number of patients being evaluated for treatment with and demand for elective procedures using the Company's products.

In March 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. These orders and restrictions have significantly decreased the number of procedures performed using the Company’s products and otherwise negatively impacted sales and operations.

The Company experienced a second wave of slower than expected revenue growth in the nine months ended September 30, 2021 when certain state governments responding to a second wave of COVID-19 infection rates, including the Delta variant, reinstated hospital and ASC closures for elective procedures.

The Company has taken necessary precautions to safeguard its employees, patients, customers, and other stakeholders from the COVID-19 pandemic, while maintaining business continuity to support its patients, customers and employees. The timing, extent and continuation of any increase in procedures, and any corresponding increase in sales of the Company’s products, and whether there could be a future decrease in the current level of procedures as a result of the COVID-19 pandemic or otherwise, remain uncertain and are subject to a variety of factors.

We are continuing to monitor the impact of the COVID-19 pandemic on our employees and customers and on the markets in which we operate and will take further actions that we consider prudent to address the COVID-19 pandemic, while ensuring that we can support our customers and continue to develop our products.

The ultimate extent of the impact of the COVID-19 pandemic on us is highly uncertain and subject to change. This impact may result in a material, adverse impact on liquidity, capital resources, supply chain, operations, revenue and may affect third parties on which the Company relies and could worsen over time. The extent of the continuing resurgence of COVID-19, the efficacy and extent of distribution of vaccines, and the impact of mutations of COVID-19 is unpredictable.