Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the period covered by this Annual Report on Form 10-K.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
In addition, for so long as we qualify as an “emerging growth company” as defined under the JOBS Act or remain a non-accelerated filer, our independent registered accounting firm is not required to issue an attestation report on our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
T he information required by this Item is incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) 1. Financial Statements:
The following consolidated financial statements of the Company are set forth in Part II, Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID 248 )
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020
Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
[All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.]
3. Exhibits:
See the response to Item 15(b) below.
(b) Exhibits:
EXHIBIT INDEX
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of CVRx, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 7, 2021)
3.2
Amended and Restated By-Laws of CVRx, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 7, 2021)
4.1
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
4.2*
Warrant to Purchase Stock, dated as of September 12, 2014, issued by the Company to Life Science Loans, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.3*
Warrant to Purchase Stock, dated as of September 12, 2014, issued by the Company to Silicon Valley Bank (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
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4.4*
Warrant to Purchase Stock, dated as of July 21, 2015, issued by the Company to Life Science Loans, LLC (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.5*
Warrant to Purchase Stock, dated as of July 21, 2015, issued by the Company to Silicon Valley Bank (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.6*
Warrant to Purchase Stock, dated as of May 31, 2016, issued by the Company to Oxford Finance LLC (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.7*
Warrant to Purchase Stock, dated as of May 31, 2016, issued by the Company to Oxford Finance LLC (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.8*
Warrant to Purchase Stock, dated as of May 31, 2016, issued by the Company to Oxford Finance LLC (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.9*
Warrant to Purchase Stock, dated as of May 31, 2016, issued by the Company to Oxford Finance LLC (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.10
Warrant to Purchase Series E-2 Convertible Preferred Stock, dated as of September 28, 2018, issued by the Company to Biosense Webster, Inc. (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.11
Warrant to Purchase Series G Convertible Preferred Stock, dated as of September 28, 2018, issued by the Company to Biosense Webster, Inc. (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.12
Warrant to Purchase Shares of Series G Preferred Stock (Loan A), dated as of September 30, 2019, issued by the Company to Horizon Technology Finance Corporation, as assigned to Horizon Credit II LLC on February 6, 2020 (incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.13
Warrant to Purchase Shares of Series G Preferred Stock (Loan B), dated as of September 30, 2019, issued by the Company to Horizon Technology Finance Corporation, as assigned to Horizon Credit II LLC on February 6, 2020 (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.14
Warrant to Purchase Shares of Series G Preferred Stock (Loan C), dated as of September 30, 2019, issued by the Company to Horizon Technology Finance Corporation, as assigned to Horizon Funding Trust 2019-1 on February 18, 2020 (incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.15
Warrant to Purchase Shares of Series G Preferred Stock (Loan D), dated as of September 30, 2019, issued by the Company to Horizon Technology Finance Corporation as assigned to Horizon Funding Trust 2019-1 on February 18, 2020 (incorporated by reference to Exhibit 4.16 to the Company’s Registration Statement on Form S-1 filed on June 4, 2021)
4.16 †
Description of the Company’s Common Stock
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10.1
Lease, dated October 13, 2008, by and between the Company and Duke Realty Limited Partnership (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.2
First Lease Amendment, dated November 30, 2010, by and between the Company and Duke Realty Limited Partnership (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.3*
Second Lease Amendment, dated October 22, 2012, by and between the Company and Duke Realty Limited Partnership (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.4*
Lease Amending Agreement No. 3, dated April 21, 2016, by and between the Company and AX CROSSTOWN VI L.P. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.5
Lease Amending Agreement No. 4, dated May 18, 2020, by and between the Company and AX CROSSTOWN VI L.P. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.6
Eighth Amended and Restated Investors’ Rights Agreement, dated July 1, 2020, by and among the Company and the holders listed therein (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.7#
2001 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.8#
Form of Stock Option Agreement (Employees/Officers) pursuant to 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on July 1, 2021)
10.9#
Form of Stock Option Agreement (Non-Employee Directors) pursuant to 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on July 1, 2021)
10.10#
2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.11#
Form of Stock Option Agreement (Employees/Officers) pursuant to 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 filed on July 1, 2021)
10.12#
Form of Stock Option Agreement (Non-Employee Directors) pursuant to 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-8 filed on July 1, 2021)
10.13#
Form of Non-Plan Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 filed on July 1, 2021)
10.14 †
Employee Stock Purchase Plan
10.15*
Venture Loan and Security Agreement, dated as of September 30, 2019, by and among Horizon Technology Finance Corporation, as a lender and collateral agent, and the Company, as borrower (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
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10.16#
Form of Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
10.17
Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed on June 23, 2021)
31.1 †
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 †
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 †
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 †
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
21.1 †
List of Subsidiaries
23.1 †
Consent of Grant Thornton LLP, independent registered public accounting firm
101.INS †
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH †
Inline XBRL Taxonomy Extension Schema Document
101.CAL †
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF †
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB †
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE †
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 †
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
†
Filed herewith.
#
Indicates management contract or compensatory plan.
*
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The Company agrees to furnish supplementally any omitted exhibits and schedules to the SEC upon request.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
Date: February 22, 2022
CVRX, INC.
By:
/s/ Nadim Yared
Name:
Nadim Yared
Title:
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 22, 2022
Signature
Title
Date
/s/ Nadim Yared
President and Chief Executive Officer (Principal Executive Officer)
February 22, 2022
Nadim Yared
/s/ Jared Oasheim
Chief Financial Officer (Principal Financial and Accounting Officer)
February 22, 2022
Jared Oasheim
/s/ Ali Behbahani
Director
February 22, 2022
Ali Behbahani
/s/ John Nehra
Director
February 22, 2022
John Nehra
/s/ Geoff Pardo
Director
February 22, 2022
Geoff Pardo
/s/ Joseph Slattery
Director
February 22, 2022
Joseph Slattery
/s/ Mudit Jain
Director
February 22, 2022
Mudit Jain
/s/ Kirk Nielsen
Director
February 22, 2022
Kirk Nielsen
/s/ Martha Shadan
Director
February 22, 2022
Martha Shadan
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