SCHEDULE 13D/A: New Enterprise Associates Updates CVRx, Inc. Stake Following Share Dilution
Schedule 13D Amendment
New Enterprise Associates (NEA) has filed an Amendment No. 2 to its Schedule 13D, reporting a decrease in its beneficial ownership of CVRx, Inc. common stock to 7.8% due to an increase in the total shares outstanding.
Summary
- This filing is Amendment No. 2 to the Schedule 13D originally filed on July 15, 2021, and Amendment No. 1 filed on November 7, 2024.
- The primary purpose of this amendment is to report that the beneficial ownership of CVRx, Inc. Common Stock by the Reporting Persons (New Enterprise Associates entities and associated individuals) has decreased by more than 1%.
- The decrease in percentage ownership is attributed to an increase in the total number of CVRx, Inc. Common Stock outstanding.
- As of February 18, 2025, New Enterprise Associates 10, Limited Partnership, NEA Partners 10, Limited Partnership, Anthony A. Florence, Jr., Mohamad H. Makhzoumi, and Scott D. Sandell collectively beneficially own 2,026,083 shares, representing 7.8% of CVRx, Inc.'s Common Stock.
- This percentage is calculated based on 26,036,032 shares of Common Stock reported by CVRx, Inc. as outstanding as of February 11, 2025, in its Form 10-K.
- New Enterprise Associates 8A, Limited Partnership, New Enterprise Associates VIII, Limited Partnership, and NEA Partners VIII, Limited Partnership have ceased to beneficially own five percent or more of CVRx, Inc.'s Common Stock as of November 20, 2024.
Sentiment
Score: 5
Explanation: The filing is a neutral, factual update regarding a change in beneficial ownership percentage due to share dilution, not a strategic divestment or a reflection of company performance.
Future Outlook
NA
Industry Context
This filing is a routine disclosure of changes in institutional ownership percentage, primarily driven by an increase in the issuer's outstanding shares, rather than a strategic shift by the investor. It does not provide insights into broader industry trends or competitive landscape.
Stakeholder Impact
- The increase in CVRx, Inc.'s outstanding shares, which led to the decrease in the Reporting Persons' percentage ownership, implies a dilution for existing shareholders if they did not participate in the share increase.
Key Dates
| Date | Description |
|---|---|
| 2021-07-15 | Original Schedule 13D filing date |
| 2024-02-29 | Date of Power of Attorney for SEC filings |
| 2024-11-07 | Amendment No. 1 to Schedule 13D filing date |
| 2024-11-20 | Date NEA 8A, NEA VIII, and NEA Partners VIII ceased to beneficially own 5% or more of CVRx Common Stock |
| 2025-02-11 | Date CVRx, Inc. reported 26,036,032 shares outstanding in its Form 10-K |
| 2025-02-18 | Date of event which requires filing of this statement (decrease in beneficial ownership percentage) |
| 2025-02-20 | Execution date of the Agreement Regarding Filing of Joint Schedule 13D and filing date of Amendment No. 2 |
Keywords
CVRx Inc., Schedule 13D/A, Beneficial Ownership, New Enterprise Associates, NEA, Institutional Investor, Share Dilution, SEC Filing, Common Stock
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