SEC Filing | Acutus Medical, Inc.

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SEC FORM 3 SEC Form 3

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^*

Bonita David P

(Last)

(First)

(Middle)

C/O ACUTUS MEDICAL, INC.

2210 FARADAY AVE., SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2020

3. Issuer Name and Ticker or Trading Symbol
Acutus Medical, Inc. [ AFIB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.

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