FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/05/2020 |
3. Issuer Name and Ticker or Trading Symbol
Acutus Medical, Inc. [ AFIB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 872,302 | $0 | I | See footnotes(2)(4) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 673,123 | $0 | I | See footnotes(2)(4) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 647,582 | $0 | I | See footnotes(2)(4) |
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 899,985 | $0 | I | See footnotes(3)(4) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 389,116 | $0 | I | See footnotes(2)(4) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 1,202,117 | $0 | I | See footnotes(2)(4) |
Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 378,733 | $0 | I | See footnotes(3)(4) |
Warrant (right to buy) | (5) | 06/07/2028 | Common Stock | 60,339 | $0.097 | I | See footnotes(2)(4) |
Warrant (right to buy) | (5) | 06/07/2028 | Common Stock | 62,232 | $0.097 | I | See footnotes(3)(4) |
Warrant (right to buy) | (6) | 05/20/2029 | Series D Convertible Preferred Stock(6) | 209,996 | $16.67 | I | See footnotes(3)(4) |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. Each warrant is currently exercisable for shares of the Issuer's Common Stock. |
6. 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. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Charlie Piscitello as attorney-in-fact for David P. Bonita | 08/05/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |