SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

CVRx, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

126638105

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

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 in 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).

 

 

 


CUSIP No. 126638105   13G  

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Vensana Capital I GP, LLC

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  1,461,831 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  1,461,831 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,461,831 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  7.2% (2)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

(1)

All such shares are held of record by Vensana I (as defined in Item 2(a) below). Vensana GP I (as defined in Item 2(a) below) is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 20,351,779 shares of Common Stock outstanding as of November 8, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 8, 2021 (the “Form 10-Q”).


CUSIP No. 126638105   13G  

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Vensana Capital I, L.P.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  1,461,831 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  1,461,831 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,461,831 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  7.2% (2)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  PN

 

(1)

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 20,351,779 shares of Common Stock outstanding as of November 8, 2021, as reported by the Issuer in the Form 10-Q.


CUSIP No. 126638105   13G  

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Kirk Nielsen

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  1,461,831 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  1,461,831 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,461,831 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  7.2% (2)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 20,351,779 shares of Common Stock outstanding as of November 8, 2021, as reported by the Issuer in the Form 10-Q.


CUSIP No. 126638105   13G  

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Peter Justin Klein

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  1,461,831 (1)

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  1,461,831 (1)

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,461,831 (1)

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  7.2% (2)

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

(1)

All such shares are held of record by Vensana I. Vensana GP I is the general partner of Vensana I and may be deemed to have voting, investment and dispositive power with respect to these securities. Kirk Nielsen and Peter Justin Klein are the managing directors of Vensana GP I and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 20,351,779 shares of Common Stock outstanding as of November 8, 2021, as reported by the Issuer in the Form 10-Q.

 

 


CUSIP No. 126638105   13G  

 

Item 1(a).  

Name of Issuer:

CVRx, Inc. (the “Issuer”)

 

Item 1(b).   

Address of Issuer’s Principal Executive Offices:

9201 West Broadway Avenue, Suite 650

Minneapolis, MN 55445

 

Item 2(a).   

Name of Person Filing:

This joint statement on Schedule 13G is being filed by Vensana Capital I, L.P. (“Vensana I”), Vensana Capital I GP, LLC (“Vensana GP I” and together with Vensana I, the “Reporting Entities”) and Kirk Nielsen (“Nielsen”) and Peter Justin Klein (“Klein” and together with Nielsen, the “Managing Directors”). The Reporting Entities and the Managing Directors collectively are referred to as the “Reporting Persons”.

 

Item 2(b)   

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 3601 W. 76th Street, Suite 20, Edina, Minnesota 55435.

 

Item 2(c).   

Citizenship:

Vensana GP I is a limited liability company organized under the laws of the State of Delaware. Vensana I is a limited partnership organized under the laws of the State of Delaware. Each of the Managing Directors is a citizen of the United States of America.

 

Item 2(d).   

Title of Class of Securities:

Common Stock, $0.01 par value per share (“Common Stock”).

 

Item 2(e).   

CUSIP Number:

126638105

 

Item 3.   

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.   

Ownership.

 

        (a)  

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person. Vensana I is the record owner of the 1,461,831 shares of Common Stock (the “Vensana Shares”). As the general partner of Vensana I, Vensana GP I may be deemed to beneficially own the Vensana Shares. As the managing directors of Vensana GP I, each of the Managing Directors also may be deemed to beneficially own the Vensana Shares.

 

        (b)  

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*


        (c) Number of shares as to which the person has:

 

                (i)    Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

 

                (ii)    Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

 

                (iii)    Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

 

                (iv)    Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

 

*    Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

 

Item 5.   

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.   

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of Vensana I and the limited liability company agreement of Vensana GP I, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

 

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.   

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.   

Notice of Dissolution of the Group.

Not applicable.

 

Item 10.   

Certifications.

Not Applicable

 

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.

Exhibit 2 – Power of Attorney


CUSIP No. 92243G108   13G  

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2022

 

VENSANA CAPITAL I, L.P.

By: Vensana Capital I GP, LLC

Its: General Partner

By:

 

*

  Kirk Nielsen

Its:

  Managing Director

VENSANA CAPITAL I GP, LLC

By:

 

*

  Kirk Nielsen

Its:

  Managing Director

*

Kirk Nielsen

*

Peter Justin Klein

 

*By:  

/s/ Steven Schwen

Name:   Steven Schwen
  Attorney-in-Fact

[*This Schedule 13G was executed pursuant to a Power of Attorney. Note that a copy of the applicable Power of Attorney is included as an exhibit to this Schedule 13G.]

 

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 10, 2022

 

VENSANA CAPITAL I, L.P.
By: Vensana Capital I GP, LLC
Its: General Partner
By:  

*

  Kirk Nielsen
Its:   Managing Director
VENSANA CAPITAL I GP, LLC
By:  

*

  Kirk Nielsen
Its:   Managing Director

*

Kirk Nielsen

*

Peter Justin Klein

 

*By:

 

/s/ Steven Schwen

Name:

 

Steven Schwen

 

Attorney-in-Fact

[**This joint filing statement was executed pursuant to a Power of Attorney. Note that a copy of the applicable Power of Attorney is included as an exhibit to this Schedule 13G.]

 

EX-99.2

Exhibit 2

POWER OF ATTORNEY

March 18, 2021

Each of the undersigned, including (i) Vensana Capital I GP, LLC, a Delaware limited liability company (the “Fund I GP”), in the normal course of its business and in its capacity as the general partner of Vensana Capital I, L.P., (ii) Vensana Capital Management, LLC, a Delaware limited liability company (the “Management Company”) and (iii) each of Kirk Nielsen and Peter Justin Klein (the “Managing Directors”) in their respective capacities as the managing directors of the General Partner and the Management Company, hereby constitutes and approves STEVEN SCHWEN (the “Attorney-in-Fact”) as the undersigned’s true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers, certificates, forms, proxies, notices or communications, or amendments or modifications to any of the foregoing, requested by the undersigned in connection with the conduct of the undersigned’s business (collectively, the “Documents”);

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such Documents;

(3) Execute for and on behalf of each of the undersigned (a “Reporting Person”) any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13F, Schedule 13G, Form 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended (collectively, the “Reports”) with respect to each Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by the applicable Reporting Person;

(4) Do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the United States Securities and Exchange Commission and any other stock exchange or similar authority; and

(5) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in his discretion.

In exercising the powers granted herein, the Attorney-in-Fact may execute any and all Documents and Reports (i) on behalf of the Fund I GP or Management Company as “Chief Financial Officer” (or “CFO”) or (ii) on behalf of any of the undersigned as an “Authorized Person”, “Authorized Signatory” or “Attorney-in-Fact.”

Each of the undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.


Each Reporting Person acknowledges that the Attorney-in-Fact, in serving in such capacity at the request of each such Reporting Person, is in no way hereby assuming, nor is any other Reporting Person hereby assuming, any of each such Reporting Person’s responsibilities under the laws of the United States or any state, including without limitation, compliance with Section 16 or Section 13 of the U.S. Securities Exchange Act of 1934, as amended.

This Power of Attorney granted to the Attorney-in-Fact replaces in full that certain Power of Attorney executed by the Fund I GP and the Management Company with respect to the Attorney-in-Fact as of February 11, 2021 and shall remain in full force and effect with respect to each of the undersigned until (x) the Attorney-in-Fact is no longer employed by or otherwise serving as Chief Financial Officer of the Management Company, or (y) a Reporting Person earlier revokes this Power of Attorney with respect to such Reporting Person by delivering written notice of such revocation to the Attorney-in-Fact.

[Signature pages follow.]


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of the date first set forth above.

 

VENSANA CAPITAL I GP, LLC
By:  

/s/ Peter Justin Klein

Name: Peter Justin Klein
Title: Managing Director
By:  

/s/ Kirk Nielsen

Name: Kirk Nielsen
Title: Managing Director
VENSANA CAPITAL MANAGEMENT, LLC
By:  

/s/ Peter Justin Klein

Name: Peter Justin Klein
Title: Manager Director
By:  

/s/ Kirk Nielsen

Name: Kirk Nielsen
Title: Manager Director

/s/ Kirk Nielsen

Kirk Nielsen

/s/ Peter Justin Klein

Peter Justin Klein