Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

 

Acutus Medical, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

065111109

(CUSIP Number)

OrbiMed Advisors LLC OrbiMed ROF II LLC OrbiMed Capital GP IV LLC   601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 11, 2021

(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.  ☐

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

CUSIP No.  065111109

 

1	Names of Reporting Persons.                  OrbiMed Advisors LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)			o
6	Citizenship or Place of Organization                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power                              5,810,525 (1)
		9	Sole Dispositive Power       0
		10	Shared Dispositive Power            5,810,525 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  5,810,525 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)                     20.4% (2)
14	Type of Reporting Person (See Instructions)                    IA

 

(1)	Includes (i) 5,477,958 outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Acutus Medical, Inc., a Delaware corporation (the “Issuer”), and (ii) 332,567 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
(2)	This percentage is calculated based upon 28,456,624 Shares outstanding of Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 13, 2021, which amount includes 332,567 Shares issuable upon the exercise of the Warrants.

 

 

 

CUSIP No. 065111109
1	Names of Reporting Persons.                OrbiMed ROF II LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)					o
6	Citizenship or Place of Organization                     Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power             0
		8	Shared Voting Power            1,592,446 (1)
		9	Sole Dispositive Power              0
		10	Shared Dispositive Power            1,592,446 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person                  1,592,446 (1)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)					o
13	Percent of Class Represented by Amount in Row (11)              5.6% (2)
14	Type of Reporting Person (See Instructions)               OO

 

(1)	Includes (i) 1,320,218 outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Acutus Medical, Inc., a Delaware corporation (the “Issuer”), and (ii) 272,228 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
(2)	This percentage is calculated based upon 28,396,285 Shares outstanding of Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 13, 2021, which amount includes 272,228 Shares issuable upon the exercise of the Warrants.

 

 

CUSIP No. 065111109

 

1	Names of Reporting Persons.                    OrbiMed Capital GP IV LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o
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)			o
6	Citizenship or Place of Organization                                Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power            0
		8	Shared Voting Power                 4,218,079 (1)
		9	Sole Dispositive Power              0
		10	Shared Dispositive Power              4,218,079 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person              4,218,079
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)			o
13	Percent of Class Represented by Amount in Row (11)              15.0% (2)
14	Type of Reporting Person (See Instructions)              OO

 

(1)	Includes (i) 4,157,740 outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Acutus Medical, Inc., a Delaware corporation (the “Issuer”), and (ii) 60,339 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
(2)	This percentage is calculated based upon 28,184.396 Shares outstanding of Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 13, 2021, which amount includes 60,339 Shares issuable upon the exercise of the Warrants.

 

Item 1.  Security and Issuer

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D (the “Statement”) supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed ROF II LLC and OrbiMed Capital GP IV LLC (the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2020. This Statement relates to the common stock, par value $0.001 per share (the “Shares”) of Acutus Medical, Inc., a corporation organized under the laws of Delaware (the “Issuer”), with its principal executive offices located at 2210 Faraday Ave., Suite 100, Carlsbad, CA 92008.  The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “AFIB”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

On July 11, 2021, OrbiMed Private Investments IV, LP (“OPI IV”) and OrbiMed Royalty Opportunities II, LP (“ORO II”) entered into a letter agreement with the Issuer (the “Letter Agreement”), pursuant to which, within 30 days following and contingent upon the completion of the Issuer’s underwritten public offering of its Shares (the “Offering”), OPI IV and ORO II agreed to negotiate, enter into and consummate exchanges (the “Exchanges”), pursuant to exchange agreements, which would provide, among other things, for the exchange of all of the Shares held by OPI IV and ORO II, other than such number of Shares of representing 9.5% of the outstanding Shares held by OPI IV and ORO II (in the aggregate), for newly issued shares of a new series of preferred stock to be designated as Series A Preferred Stock, par value $0.001 per share, that are convertible into a number of Shares equal to the number of Shares disposed of in the Exchanges (subject to the blocker/beneficial ownership limitation described below).

 

The terms of the Series A Preferred Stock would (i) provide that each share is convertible into 1,000 Shares at the option of the holder thereof (but subject to the beneficial ownership limitation described below), (ii) provide that each share is entitled to a de minimis liquidation preference of $0.001 per share, (iii) provide that the shares would not have any voting rights (except in certain circumstances related to the Series A Preferred Stock), and (iv) otherwise be substantially equivalent to the Shares. The ability of a holder to convert Series A Preferred Stock into Shares would be prohibited to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of Shares would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Common Stock then outstanding (provided that this limitation could be increased to 9.9% with respect to a particular holder of Series A Preferred Stock at such holder’s election upon 61 days advance written notice to the Issuer, although the Reporting Persons do not anticipate that such an increase would be applicable to shares of Series A Common Equivalent Preferred Stock beneficially owned by the Reporting Persons).

 

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed ROF II LLC (“OrbiMed ROF”), and OrbiMed Capital GP IV LLC (“OrbiMed GP”) (collectively, the “Reporting Persons”).

 

 (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below.  OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

OrbiMed ROF, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed ROF has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

  

OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below.  OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

 

The directors and executive officers of OrbiMed Advisors, OrbiMed ROF, and OrbiMed GP are set forth on Schedules I, II, and III, respectively, attached hereto.  Schedules I, II and III set forth the following information with respect to each such person:

 

 

(i)          name;

 

(ii)         business address;

 

(iii)        present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)        citizenship.

 

(d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

Not applicable.

 

Item 4.  Purpose of Transaction

 

The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

 

Item 5. Interests in Securities of the Issuer 

 

(a) — (b) The following disclosure is based upon 28,124,057 outstanding Shares of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2021.

 

 

 

As of the date of this filing, OPI IV, a limited partnership organized under the laws of Delaware, holds 4,218,079 Shares, including warrants to purchase 60,339 Shares, constituting approximately 15.0% of the issued and outstanding Shares.  OrbiMed GP is the general partner of OPI IV, pursuant to the terms of the limited partnership agreement of OPI IV, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP.  As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI IV and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI IV.  OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI IV.

 

In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreements of OPI IV, caused OPI IV to enter into the agreements referred to in Item 6 below.

 

As of the date of this filing, ORO II, a limited partnership organized under the laws of Delaware, holds 1,592,446 Shares, including warrants to purchase 272,228 Shares, constituting approximately 5.6% of the issued and outstanding Shares.  OrbiMed ROF is the general partner of ORO II, pursuant to the terms of the limited partnership agreement of ORO II, and OrbiMed Advisors is the managing member of OrbiMed ROF, pursuant to the terms of the limited liability company agreement of OrbiMed ROF.  As a result, OrbiMed Advisors and OrbiMed ROF share power to direct the vote and disposition of the Shares held by ORO II and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by ORO II.  OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by ORO II.

 

In addition, OrbiMed Advisors and OrbiMed ROF, pursuant to their authority under the limited partnership agreements of ORO II, caused ORO II to enter into the agreements referred to in Item 6 below.

 

(c) The Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Statement is hereby amended to add the following:

 

The information set forth in Item 1 of this Amendment No. 1 with respect to the Letter Agreement is incorporated herein by reference.

 

Item 7.  Material to Be Filed as Exhibits

 

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed ROF II LLC, and OrbiMed Capital GP IV LLC.
2.	Investor Rights Agreement described in Item 6, filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-239873) is incorporated herein by reference.
3.	Form of Letter Agreement, dated as of July 11, 2021, among Acutus Medical, Inc., OrbiMed Advisors LLC, OrbiMed ROF II LLC, and OrbiMed Capital GP IV LLC (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 12, 2021)

 

 

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.

 

Dated: July 13, 2021	ORBIMED ADVISORS LLC
	By:	/s/ Carl Gordon
		Name: Carl Gordon
		Title: Member
	ORBIMED ROF II LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Carl Gordon
		Carl Gordon
		Member of OrbiMed Advisors LLC
	ORBIMED CAPITAL GP IV LLC
	By:	ORBIMED ADVISORS LLC, its managing member
	By:	/s/ Carl Gordon
		Carl Gordon
		Member of OrbiMed Advisors LLC

 

 

 

SCHEDULE I

 

 

The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54^th Floor, New York, NY 10022.

             

Name	Position with Reporting Person	Principal Occupation
Carl L. Gordon	Member	Member OrbiMed Advisors LLC
Sven H. Borho German and Swedish Citizen	Member	Member OrbiMed Advisors LLC
Jonathan T. Silverstein	Member	Member OrbiMed Advisors LLC
W. Carter Neild	Member	Member OrbiMed Advisors LLC
Geoffrey C. Hsu	Member	Member OrbiMed Advisors LLC
C. Scotland Stevens	Member	Member OrbiMed Advisors LLC
David P. Bonita	Member	Member OrbiMed Advisors LLC
Trey Block	Chief Financial Officer	Chief Financial Officer OrbiMed Advisors LLC

 

 

 

 

SCHEDULE II

 

The business and operations of OrbiMed ROF II LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE III 

 

The business and operations of OrbiMed Capital GP IV LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed ROF II LLC, and OrbiMed Capital GP IV LLC.
2.	Investor Rights Agreement described in Item 6, filed as Exhibit 4.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-239873) is incorporated herein by reference.
3.	Form of Letter Agreement, dated as of July 11, 2021, among Acutus Medical, Inc., OrbiMed Advisors LLC, OrbiMed ROF II LLC, and OrbiMed Capital GP IV LLC (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 12, 2021)