13D Filings
Acutus Medical, Inc.
Amendment
Ownership

9.10%

Total Shares

9,705,857

Issuer CIK

1522860

CUSIP

005111109

Event Date

Jan 20, 2025

Accepted

Jan 23, 2025, 09:16 PM

Reporting Persons (6)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Deerfield Management Company, L.P.
Partnership
9.10%9,705,85709,705,857
James E. Flynn
Individual
9.10%9,705,85709,705,857
Deerfield Mgmt III, L.P.
Partnership
5.54%5,731,09605,731,096
Deerfield Private Design Fund III, L.P.
Partnership
5.54%5,731,09605,731,096
Deerfield Mgmt, L.P.
Partnership
4.90%3,895,26303,895,263
Deerfield Partners, L.P.
Partnership
4.90%3,895,26303,895,263
Disclosure Items (4)

Security Title

Common Stock, par value $0.001 per share

Issuer Name

Acutus Medical, Inc.

Issuer Address

2210 Faraday Ave, Carlsbad, CA, 92008

Item 4 of the Schedule 13D is hereby amended to add the following: In furtherance of the discussions held with respect to the Specified Restructuring Transactions and related wind down initiatives, on January 21, 2025, the Deerfield Funds and the Company entered into Amendment No. 5 ("Amendment No. 5") to the Amended and Restated Credit Agreement, pursuant to which the Amended and Restated Credit Agreement was amended to facilitate the implementation of further restructuring and related wind down initiatives. The effectiveness of the Amendment No. 5 is conditioned on, among others, (1) filing of a form 15 with the SEC for the purpose of effecting a termination of the registration of the Company's securities under Section 12(g) of the Exchange Act and (2) the payment by the Company of a warrant termination fee equal to $250,000 in the aggregate, in U.S. dollars, to terminate and cancel the Deerfield Funds' right to purchase up to (i) an aggregate 3,779,018 shares of the Company's common stock, par value $0.001 per share at an exercise price of $1.1114 per share (ii) an aggregate 209,996 shares of the Company's common stock, par value $0.001 per share at an exercise price of $16.67 per share and (iii) an aggregate 224,118 shares of the Company's common stock, par value $0.001 per share at an exercise price of $.097 per share, pursuant to a Warrant Termination Agreement between the Company and the Deerfield Funds on January 21, 2025 ("Warrant Termination Agreement"). In connection with the Warrant Termination Agreement and the related transactions, the Company and the Deerfield Funds also entered into a Registration Rights Termination Agreement on January 21, 2025, which will terminate the Registration Rights Agreement upon the effectiveness of Amendment No. 5 ("Registration Rights Termination Agreement"). Upon satisfaction of the conditions to effectiveness of Amendment No. 5, all warrants beneficially owned by the Deerfield Funds will be cancelled. Additionally, in connection with Amendment No. 5, the Company and the Deerfield Funds entered into a Contingent Value Rights Agreement on January 21, 2025, which provides the issuance, to each Deerfield Fund, for its own ratable account, of a consent fee in the form of a contingent value rights agreement, representing in aggregate the right to receive cash payments equal to the lesser of (i) $300,000 and (ii) 5% of the aggregate amount of total value that would otherwise be available to equityholders of the Company upon satisfaction of certain conditions ("Contingent Value Rights Agreement").

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following under the caption "Credit Agreement" On January 21, 2025, the Deerfield Funds entered into the Amendment No. 5 and, in connection therewith, also entered into the Contingent Value Rights Agreement, the Warrant Termination Agreement and the Registration Rights Termination Agreement. The summaries of Amendment No. 5, the Contingent Value Rights Agreement, the Warrant Termination Agreement and the Registration Rights Termination Agreement set forth in Item 4, which is incorporated by reference into this Item 6, are not complete and are qualified in their entirety by reference to the full text of such agreements (including the exhibits thereto), copies of which are filed (or incorporated by reference) as Exhibits 13, 14, 15 and 16, respectively, to the Schedule 13D.

Item 7 of the Schedule 13D is hereby amended to add the following: Exhibit 13: Amendment No. 5 to Amended and Restated Credit Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025) Exhibit 14: Contingent Value Rights Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025) Exhibit 15: Warrant Termination Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025) Exhibit 16: Registration Rights Termination Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025)

Acutus Medical, Inc. — Schedule 13D | 13D Filings