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CUSIP NO. 126638105 |
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13D |
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Page 6 of 9 Pages |
Explanatory Note
This Amendment No. 2 (Amendment No. 2) to Schedule 13D amends and supplements the Schedule 13D filed on July 12, 2021, as amended
by Amendment No. 1 to Schedule 13D filed on December 29, 2023 (as so amended, the Schedule 13D), relating to the common stock, par value $0.01 per share (Common Stock), of CVRx, Inc., a Delaware corporation (the
Issuer). This Amendment No. 2 reflects, among other things, the sales of shares of Common Stock by Cooperatieve Gilde Healthcare IV U.A. (Gilde Healthcare). Capitalized terms used but not defined in this Amendment
No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
There are no changes to the Item 1 information previously filed.
Item 2. Identity and Background.
There are no
changes to the Item 2 information previously filed.
Item 3. Source and Amount of Funds or Other Consideration.
There are no changes to the Item 3 information previously filed.
Item 4. Purpose of Transaction.
Item 4 is hereby
amended and supplemented by adding the following:
Between December 29, 2023 and January 18, 2024, Gilde Healthcare sold an aggregate of 230,557
shares of Common Stock of the Company in open market transactions.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety below:
(a)
According to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on October 31, 2023, there were 20,815,635 shares of Common Stock
outstanding as of October 24, 2023.
Gilde Healthcare is the record holder of an aggregate of 1,365,743 shares of Common Stock and 2,463 options to
purchase Common Stock exercisable within 60 days of January 17, 2024, which together represents beneficial ownership of approximately 6.6% of the outstanding shares of Common Stock.
GHCIVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the
securities held of record by Gilde Healthcare.
As a result, each of the Reporting Persons may beneficially own an aggregate of 1,368,206 shares of Common
Stock, or approximately 6.6% of the outstanding Common Stock.
(b) Each Reporting Person has shared power to vote and dispose of 1,368,206 shares of Common
Stock.
(c) Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuers securities within the
past 60 days.
(d) Only Gilde Healthcare has the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned
by Gilde Healthcare.
(e) Not applicable.