0000950103-20-015368.txt : 20200805 0000950103-20-015368.hdr.sgml : 20200805 20200805205309 ACCESSION NUMBER: 0000950103-20-015368 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200805 FILED AS OF DATE: 20200805 DATE AS OF CHANGE: 20200805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bonita David P CENTRAL INDEX KEY: 0001572451 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39430 FILM NUMBER: 201079449 MAIL ADDRESS: STREET 1: C/O ORBIMED ADVISORS LLC STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Acutus Medical, Inc. CENTRAL INDEX KEY: 0001522860 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 451306615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2210 FARADAY AVE STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 442-232-6080 MAIL ADDRESS: STREET 1: 2210 FARADAY AVE STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 3 1 dp134001_3-bonita.xml X0206 3 2020-08-05 0 0001522860 Acutus Medical, Inc. AFIB 0001572451 Bonita David P C/O ACUTUS MEDICAL, INC. 2210 FARADAY AVE., SUITE 100 CARLSBAD CA 92008 1 0 1 0 Series B Convertible Preferred Stock 0 Common Stock 872302 I See footnotes Series B Convertible Preferred Stock 0 Common Stock 673123 I See footnotes Series C Convertible Preferred Stock 0 Common Stock 647582 I See footnotes Series C Convertible Preferred Stock 0 Common Stock 899985 I See footnotes Series D Convertible Preferred Stock 0 Common Stock 389116 I See footnotes Series D Convertible Preferred Stock 0 Common Stock 1202117 I See footnotes Series D Convertible Preferred Stock 0 Common Stock 378733 I See footnotes Warrant (right to buy) 0.097 2028-06-07 Common Stock 60339 I See footnotes Warrant (right to buy) 0.097 2028-06-07 Common Stock 62232 I See footnotes Warrant (right to buy) 16.67 2029-05-20 Series D Convertible Preferred Stock 209996 I See footnotes Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis for no additional consideration and has no expiration date. These securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, is the managing member of GP IV. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP IV and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI IV and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI IV. These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the general partner of ORO II. OrbiMed Advisors, a registered investment adviser under the Investment Advisers Act of 1940, is the managing member of ROF II. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, ROF II and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by ORO II and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by ORO II. Each of GP IV, ROF II, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Person was designated as a representative by OrbiMed Advisors to serve on the Issuer's board of directors. Each warrant is currently exercisable for shares of the Issuer's Common Stock. Each warrant is exercisable for shares of Series D Convertible Preferred Stock at an exercise price of $16.67 per share of Series D Convertible Preferred Stock, which is convertible into a like number of shares of the Issuer's Common Stock (see footnote 1). Upon the closing of the Issuer's initial public offering, each warrant will automatically convert into a warrant to purchase a like number of shares of the Issuer's Common Stock, without any further adjustment to the exercise price. Exhibit List - Exhibit 24 - Power of Attorney /s/ Charlie Piscitello as attorney-in-fact for David P. Bonita 2020-08-05 EX-24 2 dp134001_ex24.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Tom Sohn, Charlie Piscitello and Yolanda Blasing as the undersigned’s true and lawful attorneys-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Acutus Medical, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31^st day of July, 2020.

Signature: /s/ David P. Bonita_________

Print Name: David P. Bonita