Amendment: SEC Form SC 13D/A filed by CVRx Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CVRx, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

126638105

(CUSIP Number)

Stephanie Brecher

New Enterprise Associates

1954 Greenspring Drive, Suite 600

Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 5, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed on July 15, 2021, and relates to the common stock, $0.01 par value (“Common Stock”), of CVRx, Inc. (the “Issuer”), having its principal executive office at 9201 West Broadway Avenue, Suite 650, Minneapolis, MN 55445.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background.

This statement is being filed by:

Sandell is the sole individual general partner of NEA Partners 10. Florence, Makhzoumi and Sandell are each a member of the Executive Committee of NEA Management Company, LLC (the “Executive Committee”).

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of the Funds, the GPLPs and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Makhzoumi is 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is 104 5^th Ave., 19^th Floor, New York, NY 10011.

The principal business of each Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 10 is to act as the sole general partner of NEA 8A and NEA 10. The principal business of NEA Partners VIII is to act as the sole general partner of NEA VIII. The principal business of Florence, Makhzoumi and Sandell is to manage the GPLPs, the Funds and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of NEA 10, NEA 8A, NEA Partners 10, NEA VIII and NEA Partners VIII is a limited partnership organized under the laws of the State of Delaware. Florence, Makhzoumi and Sandell are each a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

On November 5, 2024, NEA 8A and NEA VIII completed open market sales as part of a series of public sales whereby (1) NEA 8A sold in the aggregate 28,848 shares of Common Stock and (2) NEA VIII sold in the aggregate 28,463 shares of Common Stock, at a weighted average price of $15.2038 per share, with prices that ranged from $14.97 to $15.48 per share. The Funds undertake to provide to the staff of the Securities and Exchange Commission (the “SEC”), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.

On November 6, 2024, NEA 8A and NEA VIII completed additional open market sales as part of a series of public sales whereby (1) NEA 8A sold in the aggregate 20,875 shares of Common Stock and (2) NEA VIII sold in the aggregate 20,595 shares of Common Stock, at a weighted average price of $15.3678, with prices that ranged from $15.00 to $15.75 per share. The Funds undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.

On November 7, 2024, NEA 8A and NEA VIII completed additional open market sales as part of a series of public sales whereby (1) NEA 8A sold in the aggregate 12,903 shares of Common Stock and (2) NEA VIII sold in the aggregate 12,731 shares of Common Stock, at a weighted average price of $15.4539, with prices that ranged from $15.06 to $15.76 per share. The Funds undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence. As of November 7, 2024, NEA 8A held 110,762 shares of Common Stock (the “NEA 8A Shares”) and NEA VIII held 109,282 shares of Common Stock (the “NEA VIII Shares”).

Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, NEA 8A, NEA 10, NEA VIII and other Reporting Persons may dispose of additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Item 5. Interest in Securities of the Issuer.

NEA 10 is the record owner of the NEA 10 Shares. As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Shares. As the sole general partner of NEA Partners 10, Sandell may be deemed to own beneficially the NEA 10 Shares.

NEA VIII is the record owner of the NEA VIII Shares. As the sole general partner of NEA VIII, NEA Partners VIII may be deemed to own beneficially the NEA VIII Shares.

As individual members of the Executive Committee, which committee has been delegated approval rights with respect to dispositions of the NEA 8A Shares, the NEA 10 Shares, and the NEA VIII Shares, each of Florence and Makhzoumi may also be deemed to beneficially own the NEA 8A Shares, the NEA 10 Shares, and the NEA VIII Shares and Sandell may also be deemed to beneficially own the NEA VIII Shares.

By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 8A, NEA 10, NEA Partners 10, NEA VIII, NEA Partners VIII, Florence, Makhzoumi and Sandell may be deemed to share the power to direct the disposition and vote of the NEA 8A Shares, the NEA 10 Shares, and the NEA VIII Shares.

Each Reporting Person disclaims beneficial ownership of the NEA 8A Shares, the NEA 10 Shares, and the NEA VIII Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 24,263,663 shares of Common Stock reported to be outstanding as of October 25, 2024 on the Issuer’s Form 10-Q, filed with the SEC on November 1, 2024.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:       November 7, 2024

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEW ENTERPRISE ASSOCIATES 8A, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEA PARTNERS 10, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEW ENTERPRISE ASSOCIATES VIII, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEA PARTNERS VIII, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

                 *                        

Scott D. Sandell

EXECUTIVE COMMITTEE

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

*By:  /s/ Zachary Bambach           

Zachary Bambach

As attorney-in-fact

This Amendment No. 1 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of CVRx, Inc.

EXECUTED this 7^th day of November, 2024.

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEW ENTERPRISE ASSOCIATES 8A, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEA PARTNERS 10, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEW ENTERPRISE ASSOCIATES VIII, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

NEA PARTNERS VIII, LIMITED PARTNERSHIP

By:                             *                                

Anthony A. Florence, Jr.

Managing Partner and Co-Chief Executive Officer 

By:                             *                                

Mohamad Makhzoumi

Managing Partner and Co-Chief Executive Officer 

                 *                        

Scott D. Sandell

EXECUTIVE COMMITTEE

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

*By:  /s/ Zachary Bambach           

Zachary Bambach

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.