13D Filings
Acutus Medical, Inc.
Amendment
Ownership

9.10%

Total Shares

5,492,725

Issuer CIK

1522860

CUSIP

005111109

Event Date

Jan 26, 2025

Accepted

Jan 28, 2025, 05:40 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%5,492,72505,492,725
James E. Flynn
Individual
9.10%5,492,72505,492,725
Deerfield Mgmt III, L.P.
Partnership
5.42%3,438,58903,438,589
Deerfield Private Design Fund III, L.P.
Partnership
5.42%3,438,58903,438,589
Deerfield Mgmt, L.P.
Partnership
4.90%1,974,63801,974,638
Deerfield Partners, L.P.
Partnership
4.90%1,974,63801,974,638
Disclosure Items (3)

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: Following the execution of Amendment No. 5, the Company has (1) filed with the SEC on January 24, 2025, the Form 15 to effect a termination of the registration of the Company's securities under Section 12(g) of the Exchange Act and (2) paid on January 27, 2025, the warrant termination fee equal to $250,000 in the aggregate, in U.S. dollars. As a result, on January 27, 2025, all conditions for the effectiveness of Amendment No. 5 have been satiesfied and, consequently, all warrants beneficially owned by the Deerfield Funds have been cancelled.

Percentage of Class

Deerfield Mgmt III Number of shares: 3,438,589 (comprised of shares of Common Stock and shares of Common Stock underlying Series A Common Equivalent Preferred Stock, in each case, held by Deerfield Private Design Fund III) Percentage of shares: 5.42%* Deerfield Private Design Fund III Number of shares: 3,438,589 Percentage of shares: 5.42%* Deerfield Mgmt Number of shares: 1,974,638 (comprised of shares of Common Stock and shares of Common Stock underlying Series A Common Equivalent Preferred Stock, in each case, held by Deerfield Partners) Percentage of shares: 4.90%* Deerfield Partners Number of shares: 1,974,638 Percentage of shares: 4.90%* Deerfield Management Number of shares: 5,492,725 (comprised of shares of Common Stock and shares of Common Stock underlying Series A Common Equivalent Preferred Stock, in each case, held by Deerfield Private Design Fund III and Deerfield Partners, together with shares of Common Stock underlying vested stock options and restricted share units held by Andrew ElBardissi for the benefit and at the direction of Deerfield Management) Percentage of shares: 9.10%* Flynn Number of shares: 5,492,725 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Partners, together with shares and shares underlying vested stock options and restricted share units held by Andrew ElBardissi for the benefit and at the direction of Deerfield Management) Percentage of shares: 9.10%* *Percentage beneficial ownership reported herein reflects 29,912,305 shares of Common Stock outstanding as of November 8, 2024, as reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024.

Number of Shares

Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,438,589 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,438,589 Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 3,438,589 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 3,438,589 Deerfield Mgmt Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,974,638 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,974,638 Deerfield Partners Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 1,974,638 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 1,974,638 Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,492,725 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,492,725 Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 5,492,725 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 5,492,725 Flynn is the managing member of the general partner of each of Deerfield Mgmt, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III and Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of the Deerfield Funds. Vested Stock options, restricted share units and shares of Common Stock held by Andrew ElBardissi, an employee of Deerfield Management and a director of the Company, are held for the benefit and at the direction of Deerfield Management.

Transactions

Except as set forth in Items 4 and 6 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.