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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Acutus Medical, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
005111109 (CUSIP Number) |
Deerfield Management Co., L.P. Attn: Legal Department, 345 Park Avenue South, 12th Floor New York, NY, 10010 (212) 551-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (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
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
Deerfield Mgmt III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,438,589.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) 1,622,143 shares of common stock and (ii) 1,816,446 shares of common stock issuable upon conversion of 1,816.4460 shares of Series A Common Stock Equivalent Convertible Preferred Stock, in each case, held by Deerfield Private Design Fund III, L.P. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
Deerfield Private Design Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,438,589.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) 1,622,143 shares of common stock and (ii) 1,816,446 shares of common stock issuable upon conversion of 1,816.4460 shares of Series A Common Stock Equivalent Convertible Preferred Stock. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
Deerfield Mgmt, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,974,638.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) 1,026,243 shares of common stock and (ii) 948,395 shares of common stock issuable upon conversion of 948.3950 shares of Series A Common Stock Equivalent Convertible Preferred Stock, in each case, held by Deerfield Partners, L.P. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
Deerfield Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,974,638.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) 1,026,243 shares of common stock and (ii) 948,395 shares of common stock issuable upon conversion of 948.3950 shares of Series A Common Stock Equivalent Convertible Preferred Stock, in each case, held by Deerfield Partners, L.P. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,492,725.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) an aggregate of 2,648,386 shares of common stock and 2,764,841 shares of common stock issuable upon conversion of 2,764.8410 shares of Series A Common Stock Equivalent Convertible Preferred Stock, in each case, held by Deerfield Private Design Fund III, L.P. and Deerfield Partners, L.P and (ii) 58,676 shares of common stock underlying vested stock options which are exercisable and 20,822 shares of common stock issued upon vesting of restricted share units held by Andrew ElBardissi, which options and shares are held for the benefit and at the direction of Deerfield Management Company, L.P. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| CUSIP No. | 005111109 |
| 1 |
Name of reporting person
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,492,725.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Boxes 8, 10 and 11
Comprised of (i) an aggregate of 2,648,386 shares of common stock and 2,764,841 shares of common stock issuable upon conversion of 2,764.8410 shares of Series A Common Stock Equivalent Convertible Preferred Stock, in each case, held by Deerfield Private Design Fund III, L.P. and Deerfield Partners, L.P and (ii) 58,676 shares of common stock underlying vested stock options which are exercisable and 20,822 shares of common stock issued upon vesting of restricted share units held by Andrew ElBardissi, which shares and options are held for the benefit and at the direction of Deerfield Management Company, L.P. The terms of the Series A Common Stock Equivalent Convertible Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of Series A Common Stock Equivalent Convertible Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Acutus Medical, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2210 Faraday Ave., Suite 100, Carlsbad,
CALIFORNIA
, 92008. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (ii) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (iii) Deerfield Mgmt, L.P. ("Deerfield Mgmt"), (iv) Deerfield Partners, L.P. ("Deerfield Partners"), (v) Deerfield Management Company, L.P. ("Deerfield Management") and (vi) James E. Flynn, a natural person ("Flynn" and, collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt, Deerfield Partners and Deerfield Management, the "Reporting Persons"), as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and 8 thereto (as previously amended, the "Schedule 13D"), with respect to the common stock of Acutus Medical, Inc (the "Company"). Deerfield Private Design Fund III and Deerfield Partners are collectively referred to herein as the "Deerfield Funds". Except as otherwise described herein, the information contained in the Schedule 13D remains in effect. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | 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. | |
| 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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Comments accompanying signature:
(1) DEERFIELD MGMT III, L.P., By: J.E. Flynn Capital III, LLC, General Partner; (2) DEERFIELD PRIVATE DESIGN FUND IIII, L.P., By Deerfield Mgmt III, L.P., General Partner, and By: J.E. Flynn Capital III, LLC, General Partner; (3) DEERFIELD MGMT, L.P., By: J.E. Flynn Capital III, LLC, General Partner; (4) DEERFIELD PARTNERS, L.P., By: Deerfield Mgmt, L.P., General Partner, and By: J.E. Flynn Capital III, LLC, General Partner; (5) DEERFIELD MANAGEMENT COMPANY, L.P., By: Flynn Management LLC, General Partner |