What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-18 · 92 added, 51 removed, 380 unchanged (27% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of CVRx, Inc.

(a Delaware corporation) and subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiary (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

56 unchanged sentences

Loss before income taxes

Provision for income taxes

Benefit (provision) for income taxes

Cumulative translation adjustment

11 unchanged sentences

Employee stock compensation

Issuance of common stock, net of costs

Issuance of common stock upon net exercise of common warrants

Net loss for the year ended December 31, 2024

Cumulative translation adjustment

Balances as of December 31, 2024

3 unchanged sentences

Issuance of common stock, net of costs

Issuance of common stock upon net exercise of common warrants

Net loss for the year ended December 31, 2025

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Cash paid for interest

Cash paid for income taxes

The accompanying notes are an integral part of these consolidated financial statements.

11 unchanged sentences

Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of CVRx, Inc., its wholly owned subsidiary, CVRx Switzerland LLC, and its sales branch in Italy, which was closed during 2023.

The consolidated financial statements include the accounts of CVRx, Inc., and its wholly owned subsidiary, CVRx Switzerland LLC.

All intercompany balances and transactions have been eliminated in consolidation.

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In circumstances where we are aware of a specific customer's inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount we reasonably believe will be collected.

Accounts receivable, net of allowances, were $ 10.7 million, $ 9.3 million, and $ 7.6 million as of December 31, 2025, 2024, and 2023, respectively.

Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis.

We regularly review inventory quantities in consideration of actual loss experiences, projected future demand and remaining shelf life to record a provision for excess and obsolete inventory when appropriate.

We regularly review inventory quantities based on actual loss experiences, projected future demand and remaining shelf life to record a provision for excess and obsolete inventory when appropriate.

Operating leases are included in operating lease right-of-use (“ROU”) asset, accrued expenses, and operating lease liability – non-current portion in our consolidated balance sheets.

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ASC 718 requires all equity-based compensation awards to employees and non-employee directors, including grants of restricted shares and stock options, to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values.

We estimate the grant date fair value of stock options using the Black-Scholes option pricing model.

We estimate the grant date fair value of stock options using the Black-Scholes option pricing model, and the fair value of restricted stock units (“RSUs”) is equal to the closing price of our common stock on the grant date .

We account for forfeitures as they occur.

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Recent accounting pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public companies to disclose for each reportable segment the significant expense categories and amounts for such expenses.

ASU 2023-07 became effective for us for annual periods beginning December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Accordingly, we have expanded our financial statement disclosures in order to comply with the guidance.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public business entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

This ASU will be effective for our annual period ended December 31, 2025.

This ASU was effective for our annual period ended December 31, 2025.

The adoption was applied prospectively and primarily impacted income tax disclosure requirements.

The adoption had no impact on our consolidated results of operations, financial position, or cash flow.

In July 2025, the FASB issued ASU 2025-05, which provides targeted relief under Topic 326 for entities estimating expected credit losses on accounts receivable and contract assets arising from revenue transactions under ASC 606.

The amendment introduces a practical expedient allowing entities to assume that current conditions as of the reporting date remain unchanged over the life of the asset.

The standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years.

We are currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

While the adoption is not expected to have a material impact, we will continue to assess the implications as part of our implementation planning.

Selected balance sheet information

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Innovatus Loan Agreement

On October 31, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Innovatus Life Sciences Fund I, LP, as the collateral agent and a lender, allowing us to borrow, subject to our achievement of certain milestones, up to a total of $ 50.0 million in a series of term loans.

On the closing date, we borrowed the minimum amount of $ 7.5 million under the Loan Agreement.

On March 10, 2023, we borrowed the $ 7.5 million remaining under the first tranche of the Loan Agreement.

On December 15, 2023, we borrowed an additional $ 15.0 million under the second tranche of the Loan Agreement.

On September 30, 2024, we borrowed the remaining $ 20.0 million under the third and final tranche of the Loan Agreement.

The Loan Agreement initially requires interest only payments through November 2027, followed by three monthly principal and interest payments.

A final payment of $ 2.3 million, equal to 4.5 % of the original borrowed principal, is due in January 2028.

The term loans advanced pursuant to the Loan Agreement (collectively, the “Term Loans”) bear interest at a floating rate per annum equal to the sum of (a) the greater of (i) the prime rate and (ii) 5.50 % plus (b) 2.65 %.

We had $ 50.0 million in outstanding Term Loans under the Loan Agreement as of December 31, 2025.

The Loan Agreement initially required interest only payments through November 2027, followed by three monthly principal and interest payments, of which a principal payment of $ 16.7 million each is due in December 2027 and two principal payments of $ 16.7 million each are due in January 2028.

As of December 31, 2025, a final payment of $ 2.3 million, equal to 4.5 % of the original borrowed principal, was due in January 2028.

The Term Loans bear interest at a floating rate per annum equal to the sum of (a) the greater of (i) the prime rate and (ii) 5.50 %;

plus (b) 2.65 %.

The Term Loans are secured by substantially all of our personal property.

3 unchanged sentences

In connection with the Loan Agreement, we recorded $ 1.1 million of debt issuance costs and discounts as a reduction of long-term debt.

The annual principal maturities of debt under the Loan Agreement are as follows:

On January 9, 2026, we entered into an Amendment to our existing Loan Agreement.

See Note 13 “Subsequent Events” for further information.

The annual principal maturities of debt under the Loan Agreement as of December 31, 2025 were as follows:

(in thousands)

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On November 7, 2023, we expanded our existing office space with the addition of 7,615 square feet of property adjacent to our principal executive offices and our manufacturing facility.

On May 20, 2025, we further increased our office space by leasing an additional 3,678 square feet of the contiguous property.

The term on this expanded property is for 40 consecutive months that will run concurrently with the term on the existing lease.

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We issued 543,462 shares of common stock for gross proceeds of $ 9.5 million under the ATM offering during the year ended December 31, 2025.

We have remaining capacity to issue and sell up to approximately $ 16.2 million of additional shares of common stock under this ATM offering.

On November 4, 2025, we and the agent mutually agreed to terminate the Equity Distribution Agreement for the ATM, effective on November 6, 2025.

Stock-based compensation

11 unchanged sentences

As of December 31, 2025, there were 1,447,051 shares available for future issuance under the 2021 Plan.

Options are granted at exercise prices not less than the fair market value (as determined by the Board of Directors) of our common stock on the date of grant.

Stock Options

Options are granted at exercise prices not less than the fair market value of our common stock on the date of grant.

Prior to our IPO, the fair market value of our common stock was determined by our Board of Directors, and following our IPO, the fair market value of our common stock is based on the closing price of our common stock on the date of grant.

During the years 2008 through the IPO, the Board of Directors authorized the grant of stock options for the purchase of shares of common stock to the employers of certain non-employee directors.

4 unchanged sentences

Cancelled / Forfeited

( 1,665,515 )

Balance as of December 31, 2024

Cancelled / Forfeited

( 1,665,515 )

Balance as of December 31, 2025

3 unchanged sentences

For options exercisable as of December 31, 2025, the weighted average remaining contractual life was 5.6 years.

As of December 31, 2025, unrecognized compensation expense related to unvested stock-based compensation arrangements for stock options was $ 18.2 million.

As of December 31, 2025, the related weighted average period over which the expense is expected to be recognized is approximately 2.4 years

Restricted Stock Units

RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon vesting.

The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s service terminates prior to vesting other than for death, disability, or other qualifying terminations.

The following is a summary of RSU activity:

(in thousands)

Unvested Balance as of December 31, 2024

Cancelled / Forfeited

Unvested Balance as of December 31, 2025

The aggregate intrinsic value of unvested RSUs is based on our closing stock price on the last trading day of the period.

No RSUs were vested as of December 31, 2025.

As of December 31, 2025, the unrecognized compensation expense related to unvested stock-based compensation arrangements for RSUs was $ 3.7 million.

As of December 31, 2025, the related weighted average period over which the expense is expected to be recognized is approximately 3.2 years.

Employee Stock Purchase Plan

Our Board of Directors and stockholders also established an Employee Stock Purchase Plan (the “ESPP”).

The number of shares of common stock initially reserved for issuance under the ESPP was 278,170 .

The shares available for issuance under the ESPP automatically increase on the first day of each year, commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 1 % of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The shares available for issuance under the ESPP automatically increase on the first day of each year,

commencing January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to 1 % of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase, or such lesser number of shares as determined by the Board of Directors.

The annual increase resulted in an additional 253,246 shares being reserved for issuance under the ESPP as of January 1, 2025.

5 unchanged sentences

We use the Black-Scholes option pricing model to determine the fair value of stock options and ESPP purchase rights on the grant date.

We measure stock-based compensation expense based on the grant date fair value of the award and recognize compensation expense over the requisite service period, which is generally the vesting period for stock options and the offering period for ESPP purchase rights.

The amount of stock-based compensation expense recognized for stock option awards during a period is based on the portion of the awards that are ultimately expected to vest.

The fair value of RSUs is determined based on the closing stock price of our common stock on the grant date.

The amount of stock-based compensation expense recognized for stock option and RSU awards during a period is based on the portion of the awards that are ultimately expected to vest.

The amount of stock-based compensation expense recognized for ESPP purchase rights during a period is based on the estimated purchase rights as of the grant date.

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The expected volatility is based upon our historical stock price.

The expected dividend yield is assumed to be zero , as we have never paid dividends and have no current plans to do so.

The expected dividend yield is assumed to be

zero , as we have never paid dividends and have no current plans to do so.

The risk-free interest rate is based on the yield on U.S.

8 unchanged sentences

Cost of goods sold

As of December 31, 2024, unrecognized compensation expense related to unvested stock-based compensation arrangements was $ 26.5 million.

As of December 31, 2024, the related weighted average period over which the expense is expected to be recognized is approximately 2.7 years.

On January 30, 2024, we amended the terms and conditions of certain stock option award agreements granted under the 2001 Plan and 2021 Plan between us and our former Chief Executive Officer in connection with his retirement, which occurred on February 11, 2024.

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As of December 31, 2025 and 2024, a valuation allowance was recorded against all deferred tax assets due to our cumulative net loss position.

The components of our loss from continuing operations before income taxes are as follows for the periods indicated:

(in thousands)

Loss from continuing operations before taxes

The components of our provision for income taxes are as follows for the periods indicated:

3 unchanged sentences

The reconciliation of taxes at the federal statutory rate to our provision for income taxes are as follows for the periods indicated:

Tax at federal statutory rate

Permanent differences

Research and development ("R&D") tax credit

Uncertain tax position

State, net of federal benefit

Deferred rate change

Change in valuation allowance

federal statutory tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Effect of cross-border tax laws

Changes in valuation allowances

Nontaxable or nondeductible items

Share-based payment awards

Meals and entertainment

Changes in unrecognized tax benefits

As of December 31, 2025 and 2024, the U.S.

federal corporate income tax rate of 21 % was used as the applicable statutory rate.

Minnesota makes up the majority (greater than 50 percent) of the state income tax expense, net of federal income tax effect.

Significant components of net deferred tax assets were as follows for the periods indicated:

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All of these unrecognized tax benefits, if recognized, would impact the effective tax rate before taking consideration of the valuation allowance.

The amount of unrecognized tax benefits subjected to the valuation allowance was $ 1.8 million and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively.

We recognized a nominal amount and approximately $ 0.1 million of interest or penalties for each of the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, total accrued interest and penalties were both $ 0.5 million.

The amount of unrecognized tax benefits subjected to the valuation allowance was $ 1.8 million for the each of the years ended December 31, 2025 and 2024.

We recognized a nominal amount and approximately $ 0.1 million of interest or penalties for each of the years ended December 31, 2025 and 2024.

Total accrued interest and penalties were $ 0.6 million and $ 0.5 million for the years ended December 31, 2025 and 2024, respectively.

We recognize accrued interest and penalties related to unrecognized tax positions as a component of income tax expense.

2 unchanged sentences

federal income tax as well as income tax of multiple state and foreign jurisdictions.

Tax years from 2005 through present remain open for audit under the applicable statute of limitations due to

the carryover of the unused NOLs and tax credit carryforwards.

Tax years from 2006 through present remain open for audit under the applicable statute of limitations due to the carryover of the unused NOLs and tax credit carryforwards.

We do not have any tax audits or other proceedings pending.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant tax-related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions, including the deduction of certain R&D costs.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The impacts of the OBBBA were taken into account in our provision for income taxes for fiscal year 2025.

Because a valuation allowance has been recorded against all deferred tax assets, the impacts of the OBBBA were not material to our consolidated financial statements or related disclosures.

Loss Per Share

2 unchanged sentences

Net loss per share attributable to common stockholders — basic and diluted

Our potentially dilutive securities, which include stock options and warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders, as the effect would be to reduce the net loss per share attributable to common stockholders.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

Our potentially dilutive securities, which include stock options, RSUs, and warrants to purchase shares of common stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders, as the effect would be to reduce the net loss per share attributable to common stockholders.

Therefore, the weighted average number of common shares outstanding used to calculate both

basic and diluted net loss per share attributable to common stockholders is the same.

We excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Options to purchase common stock

Warrants to purchase common stock

Commitments and contingencies

7 unchanged sentences

Beginning January 1, 2024, we adopted a policy to match a portion of employee contributions for all qualified employees participating in the 401(k) plan.

We recorded an expense for matching contributions of $ 1.1 million and $ 0 for the years ended December 31, 2024 and 2023, respectively.

We recorded an expense for matching contributions of $ 1.1 million for the years ended December 31, 2025 and 2024, respectively.

Segment, geographic information and revenue disaggregation

We have determined that we have a single reportable and operating segment structure.

We have one business activity and there are no segment managers who are held accountable for operations, operating

results or plans for levels or components below the consolidated unit level.

We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level.

Our chief operating decision maker is our Chief Executive Officer.

Our Chief Executive Officer evaluates performance based primarily on revenue in the geographic locations in which the Company operates and consolidated net loss.

Our Chief Executive Officer evaluates performance based primarily on revenue in the geographic locations in which we operate and consolidated net loss.

The Chief Executive Officer reviews financial information presented on a consolidated basis, including consolidated net loss, accompanied by information about revenue by geographic region, for purposes of allocating resources and evaluating financial performance.

3 unchanged sentences

(in thousands)

Other countries

As of December 31, 2025 and 2024, long-lived assets were located primarily in the U.S.

Subsequent events

On January 9, 2026, we entered into an Amendment to our existing Loan Agreement.

Pursuant to the Amendment, the terms loans available were increased by $ 50.0 million, to an aggregate principal amount of up to $ 100.0 million, subject to our achievement of certain milestones, and the maturity date was extended to 2031.

On the closing date, we borrowed an additional $ 10.0 million under the Loan Agreement.

On January 12, 2026, we entered into a Sale Agreement with Jefferies LLC, as agent.

Pursuant to the terms of the Sale Agreement, we may offer and sell, from time to time at our sole discretion, shares of common stock having an aggregate offering price up to $ 50.0 million in an ATM offering, to or through the agent.

We have evaluated subsequent events through the filing of this Form 10-K with the SEC, and determined that there have been no other events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data