CVRx (NASDAQ: CVRX) launches $50M at-the-market share offering

Rhea-AI Filing Summary

CVRx, Inc. entered into an Open Market Sale Agreement with Jefferies LLC that allows the company to offer and sell shares of its common stock in an at-the-market program. Under this arrangement, CVRx may issue shares with an aggregate offering amount of up to $50.0 million, from time to time, through Jefferies acting as sales agent.

Any sales will be made as at-the-market offerings under an effective Form S-3 shelf registration and related prospectus supplement. Jefferies will receive a commission of up to 3.0% of the gross proceeds from any shares sold, and CVRx will also cover certain related expenses. The company states that it intends to use any net proceeds primarily for working capital and general corporate purposes, and is not obligated to sell any specific amount under the agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001235912 0001235912 2026-01-12 2026-01-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 12, 2026

CVRx, Inc. 

(Exact name of registrant as specified in its charter)

Delaware		001-40545		41-1983744
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9201 West Broadway Avenue, Suite 650 

Minneapolis, MN 55445 

(Address of principal executive offices) (Zip Code)

(763) 416-2840 

(Registrant’s telephone number, including area code)

N/A 

(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 (see General Instruction A.2. below):

¨ 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, par value $0.01 per share		CVRX		The Nasdaq Global Select Market

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 x

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 1.01. Entry into a Material Definitive Agreement.

On January 12, 2026, CVRx, Inc. (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sale Agreement”) with Jefferies LLC (the “Agent”). Pursuant to the terms of the Sale Agreement, the Company may offer and sell shares of the Company’s common stock, $0.01 par value per share (the “Shares”), having an aggregate offering amount of up to $50.0 million from time to time through the Agent. The Agent will use its commercially reasonable efforts, subject to the terms of the Sale Agreement, to sell the Shares offered. Sales of the Shares, if any, may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Agent will be entitled to a commission from the Company of up to 3.0% of the gross proceeds from the sale of Shares sold under the Sale Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. The Company intends to use any net proceeds from the offering for working capital and general corporate purposes.

The Shares will be sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-291309), including the related prospectus, that was filed with the Securities and Exchange Commission, and declared effective on December 15, 2025, as supplemented by a prospectus supplement dated January 12, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The Sale Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Company is not obligated to make any sales of Shares under the Sale Agreement. The offering of the Shares pursuant to the Sale Agreement will terminate upon the end of the Agency Period (as defined in the Sale Agreement) unless earlier terminated by the parties to the Sale Agreement in accordance with its terms. The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of Faegre Drinker Biddle & Reath LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Open Market Sale AgreementSM, dated January 12, 2026, by and between CVRx, Inc. and Jefferies LLC
5.1		Opinion of Faegre Drinker Biddle & Reath LLP
23.1		Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	CVRx, Inc.
Date: January 12, 2026	By:	/s/ Jared Oasheim
		Name: Jared Oasheim
		Its: Chief Financial Officer

FAQ

What did CVRX disclose in its January 12, 2026 Form 8-K?

CVRx disclosed that it entered into an Open Market Sale Agreement with Jefferies LLC, allowing it to sell shares of common stock in an at-the-market offering program with an aggregate offering amount of up to $50.0 million.

What is the size of CVRX's at-the-market equity offering program?

The at-the-market offering program permits CVRx to offer and sell shares of its common stock having an aggregate offering amount of up to $50.0 million through Jefferies LLC.

Who is acting as sales agent for CVRX's at-the-market offering?

Jefferies LLC is acting as the sales agent under the Open Market Sale Agreement and will use commercially reasonable efforts to sell the shares subject to the terms of the agreement.

How much commission will Jefferies receive under the CVRX sale agreement?

Jefferies LLC will be entitled to a commission of up to 3.0% of the gross proceeds from the sale of CVRx common shares sold under the Open Market Sale Agreement.

How does CVRX plan to use the net proceeds from the at-the-market offering?

CVRx states that it intends to use any net proceeds from the offering for working capital and general corporate purposes.

Under what registration statement are CVRX's at-the-market shares being offered?

The shares will be offered under CVRx's registration statement on Form S-3 (File No. 333-291309), which was declared effective on December 15, 2025, as supplemented by a prospectus supplement dated January 12, 2026.

Is CVRX required to sell shares under the Open Market Sale Agreement?

No. CVRx is not obligated to make any sales of shares under the Open Market Sale Agreement, and the offering will terminate at the end of the defined agency period or earlier if terminated under the agreement’s terms.