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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193805-20-001054 0001352546 XXXXXXXX LIVE 9 Common Stock, par value $0.001 per share 01/27/2025 false 0001522860 005111109 Acutus Medical, Inc. 2210 Faraday Ave. Suite 100 Carlsbad CA 92008 Deerfield Management Co., L.P. (212) 551-1600 Attn: Legal Department 345 Park Avenue South, 12th Floor New York NY 10010 0001610540 N Deerfield Mgmt III, L.P. b AF N DE 0 3438589 0 3438589 3438589 N 5.42 PN 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. Y Deerfield Private Design Fund III, L.P. b WC N DE 0 3438589 0 3438589 3438589 N 5.42 PN 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. Y Deerfield Mgmt, L.P. b AF N DE 0 1974638 0 1974638 1974638 N 4.9 PN 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. Y Deerfield Partners, L.P. b WC N DE 0 1974638 0 1974638 1974638 N 4.9 PN 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. Y Deerfield Management Company, L.P. b AF N DE 0 5492725 0 5492725 5492725 N 9.1 PN 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. 0001352546 N James E. Flynn b AF N X1 0 5492725 0 5492725 5492725 N 9.1 IN 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. Common Stock, par value $0.001 per share Acutus Medical, Inc. 2210 Faraday Ave. Suite 100 Carlsbad CA 92008 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 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. 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. 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. 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. Deerfield Mgmt III, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 Deerfield Private Design Fund III, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 Deerfield Mgmt, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 Deerfield Partners, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 Deerfield Management Company, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 James E. Flynn /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 01/28/2025 (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