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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CVRx, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
(CUSIP Number) |
Jorey Chernett 6222 Indianwood Tr., SUITE 650 Bloomfield Hills, MI, 48301 (248) 469-8811 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/24/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Chernett Jorey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,461,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
CVRx, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9201 WEST BROADWAY AVENUE, SUITE 650, MINNEAPOLIS,
MINNESOTA
, 55445. | |
Item 1 Comment:
This Schedule 13D (this "Schedule 13D") is filed by the Reporting Person (as defined below) with respect to the Common Stock, $0.01 par value (the "Shares"), of CVRx, Inc., a Delaware corporation (the "Issuer").
The Reporting Person previously reported beneficial ownership of shares of the Issuer described herein on Schedule 13G, initially filed on August 14, 2026 (as amended, the "Schedule 13G"). This Schedule 13D represents the initial statement on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") with respect to shares of the Issuer and amends and supersedes the Schedule 13G. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by Jorey Chernett (the "Reporting Person"). | |
| (b) | The principal business address of the Reporting Person is 6222 Indianwood Trail, Bloomfield Hills, MI 48301. | |
| (c) | The Reporting Person is a private investor. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The 1,461,750 Shares held by Mr. Chernett were acquired through private transactions using personal funds in the amount of $7,995,772. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to further increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.
The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4.
On August 24, 2026, the Reporting Person delivered a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") urging the Board to retain an independent financial advisor and initiate a review of strategic alternatives, with a sale of the Company as the priority outcome. A copy of the Letter is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 26,641,597 of the Issuer's shares of Common Stock outstanding as of July 30, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
As of the close of business on August 14, 2026, the Reporting Person beneficially owned 1,461,750 Shares.
Percentage: Approximately 5.5% | |
| (b) | 1. Sole power to vote or direct vote: 1,461,750
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,461,750
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Exhibit 2 attached hereto. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described herein, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to the Issuer's securities. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Letter from Jorey Chernett to the Board of Directors of CVRx, Inc., dated August 24, 2026.
Exhibit 2: Transactions in the Securities | ||
| 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.
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Exhibit 1 – Letter to Issuer
Jorey Chernett, Owner of More than 5.5% of Outstanding Shares of CVRx, Calls on Board to Begin Immediate Process to Pursue Sale of the Company to a Strategic Acquirer
Delivers Letter to the CVRx Board Highlighting Significant Value Proposition of Barostim to a Large Medical Device Company with Established Infrastructure to Capitalize on the Product’s Market Position
BLOOMFIELD HILLS, Mich. August 24, 2026 -- Jorey Chernett, Founder of Pointillist Family Office and beneficial owner of more than 5.5% of the outstanding shares of CVRx, Inc. ("CVRx" or the "Company") (NASDAQ: CVRx), today delivered a letter to the CVRx Board of Directors (the “Board”), urging it to launch an immediate and formal process to sell the Company to a strategic acquirer.
In the letter, Mr. Chernett outlines why CVRx, through its Barostim product, would be uniquely valuable to a large medical device company. A sale of CVRx can be accretive to such an acquirer within twelve months, and would enable CVRx shareholders to realize immediate value far superior to what the Company can plausibly deliver on a standalone basis.
As a result, Mr. Chernett calls on the Board to:
| 1. | Immediately retain an independent financial advisor and initiate a comprehensive review of strategic alternatives, with a sale of the Company as the priority outcome; |
| 2. | Aggressively cut executive compensation and G&A expense, as well as suspend incremental standalone spending commitments while that review is conducted; and |
| 3. | Publicly commit to a comprehensive process and clear timeline. A sale process launched now, while the Company retains cash, momentum in the field, and the strategic scarcity of the only approved neuromodulation therapy for heart failure, will command a far better outcome for shareholders than one forced upon the Company as a result of a depleted cash balance a year from now. The Board must move with urgency instead of waiting to be rescued; time is of the essence. |
The full text of the letter is available HERE.
Media Contact:
ASC Advisors
Taylor Ingraham / Max Rayden
tingraham@ascadvisors.com / mrayden@ascadvisors.com
203 992 1230
Exhibit 2
Transactions in the Securities of the Issuer During the Past 60 Days
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Shares of Common Stock Purchased/(Sold) |
Price Per Share ($)1 |
Date of Purchase / Sale |
| (200) | 5.82 | 07/07/2026 |
| (18,374) | 4.72 | 07/20/2026 |
| 1,000 | 4.951 | 08/06/2026 |
| 405,000 | 2.70 | 08/07/2026 |
1 The prices reported in this column are weighted average prices. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased (or sold) at each separate price such shares were purchased.