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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 AgreementSM (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 |
