afib-20220330
0001522860FALSE00015228602022-03-302022-03-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
_________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2022
_________________________________________
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Acutus Medical, Inc.
(Exact name of Registrant as Specified in Its Charter)
_________________________________________
Delaware001-3943045-1306615
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2210 Faraday Ave., Suite 100
Carlsbad, CA
92008
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (442) 232-6080
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.001AFIBThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
1


Item 2.02. Results of Operations and Financial Condition.

On March 30, 2022, the Company issued a press release announcing its financial results for the fiscal year ended December 31, 2021. A copy of this press release is attached as Exhibit 99.1 to this current report on Form 8-K.

The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
99.1
104.0Cover Page Interactive Data File (embedded within the Inline XBRL document)
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Acutus Medical, Inc.
Date: March 30, 2022By:
/s/ Vince Burgess
Vince Burgess
President and Chief Executive Officer
3
Document
Exhibit 99.1
Press Release
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Acutus Medical Reports Fourth Quarter and Full Year 2021 Financial Results
Carlsbad, Calif. – March 30, 2022 – Acutus Medical, Inc. (“Acutus” or the “Company”) (Nasdaq: AFIB), an arrhythmia management company focused on improving the way cardiac arrhythmias are diagnosed and treated, today reported results for the fourth quarter and full year ended December 31, 2021.
Recent Highlights:
Reported revenue of $4.4 million for the fourth quarter of 2021, compared to $2.6 million for the same quarter last year.
Reported revenue of $17.3 million for the full year of 2021, compared to $8.5 million for the full year of 2020.
Global procedure volumes increased nearly 70% for the full year of 2021, compared to the full year of 2020.
Initiated CE Mark Study for Pulsed Field Ablation.

“Amidst dynamic market conditions, our fourth quarter operating results were led by strength in our businesses outside the United States, as our complete mapping and therapy system continues to gain traction across the region. We enter the new year with a refreshed and highly focused strategy for 2022 to drive commercial performance, sustain innovation and strengthen our financial position. With this strategy, we plan to place a greater emphasis on procedure volumes and utilization over installed base growth during this calendar year. We are pleased with the progress we are seeing here in the first quarter,” said Vince Burgess, President & CEO of Acutus. We are also putting programs in place to improve gross margins and moderate operating expenses, including the sizeable restructuring we announced in January of 2022.”

Mr. Burgess continued “In addition to our organic initiatives to drive value creation for all stakeholders, we have retained several specialized third-party consultants and advisors to review our strategy as well as a range of options to fund our long-term growth, including non-dilutive financing, partnerships, licensing and distribution agreements.”
Fourth Quarter 2021 Financial Results
Revenue was $4.4 million for the fourth quarter of 2021, an increase of 69% compared to $2.6 million for the fourth quarter of 2020. The improvement over the same quarter last year was driven by increased direct sales of Acutus disposables and higher procedure volumes, as well as increased distributor sales through the Company’s partner, Biotronik. Gross margin on a GAAP basis was negative 128% for the fourth quarter of 2021, compared with negative 90% for the same quarter last year. The change was driven by several factors including recognition of capitalized manufacturing variances, higher depreciation associated with placed equipment, and higher field service and freight expenses. The Company continues to make significant investments in its manufacturing infrastructure to support rapid adoption of its broad product portfolio and to position it to scale in-house production as the business grows. As production volumes increase over time and the Company recognizes the benefits of cost optimization initiatives, it expects gross margin to improve.

Operating expenses on a GAAP basis were $24.3 million for the fourth quarter of 2021, compared with $25.7 million for the same quarter last year. The decrease was primarily driven by a change in fair value of the contingent consideration related to the acquisition of Rhythm Xience, Inc., the timing of certain research and development investments and lower discretionary expenses.

Net loss on a GAAP basis was $31.3 million for the fourth quarter of 2021 and net loss per share was $1.12 on a weighted average basic and diluted outstanding share count of 28.0 million, compared to $29.4 million and a net loss per share of $1.05 on a weighted average basic and diluted outstanding share count of 27.9 million for the same period of the prior year. Excluding income tax expense, amortization of acquired intangibles, non-cash stock-based compensation expense and changes in the fair value of contingent consideration, the Company’s non-GAAP net loss for the fourth quarter of 2021 was $28.0 million, or $1.00 per share, compared to $24.9 million, or $0.89 per share, for the fourth quarter of 2020.

Cash, cash equivalents, marketable securities and restricted cash were $108.0 million as of December 31, 2021.

Full Year 2021 Financial Results
Revenue was $17.3 million for the full year of 2021, an increase of 104% compared to $8.5 million in the prior year, driven by direct sales of Acutus disposables, sales of the AcQMap consoles and distributor sales through the Company’s partner, Biotronik. Gross margin on a GAAP basis was negative 91% for the full year of 2021, compared with negative 88% in the prior


Press Release
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year driven by several factors including, product and geographic mix, higher depreciation associated with placed equipment, higher field service expenses, as well as the write-off of excess and obsolete inventory in 2021.

Operating expenses were $96.5 million for the full year of 2021, compared with $83.9 million in the prior year. The increase was driven primarily by selling, general and administrative expenses related to growth in the commercial team in conjunction with the Company’s full commercial launch, a full year of costs related to being a public company, and various research and development projects, partially offset by the change in fair value of contingent consideration.

Net loss on a GAAP basis was $117.7 million for the full year of 2021 and net loss per share was $4.11 on a weighted average basic and diluted outstanding share count of 28.7 million, compared to $102.0 million and a net loss per share of $8.94 on a weighted average basic and diluted outstanding share count of 11.4 million in the prior year. Excluding income tax expense, amortization of acquired intangibles, non-cash stock-based compensation expense, remeasurement of the warrant liability and changes in the fair value of contingent consideration, the Company’s non-GAAP net loss for the full year of 2021 was $107.0 million, or $3.74 per share, compared to $83.7 million, or $3.91 per share, for 2020.

Outlook
Headwinds associated with COVID-19 persisted through the fourth quarter of 2021 and into early 2022. Management continues to view the current situation with COVID-19 as being fluid, and the potential impact on the Company’s business from hospital and government actions in response to potential resurgences in COVID-19 cases, COVID-19-related hospital admissions, restrictions on lab access and new technology assessments and hospital staffing shortages are all factors that could influence performance. In addition, the Company is actively monitoring supply chain dynamics and is working to mitigate potential shortages for critical materials.

For the first quarter of 2022, management expects revenue in a range of $3.2-3.5 million. Management will provide further details regarding its outlook during the Company’s fourth quarter and full year 2021 earnings call.
Non-GAAP Financial Measures
This press release includes references to non-GAAP net loss and non-GAAP net loss per share, which are non-GAAP financial measures, to provide information that may assist investors in understanding the Company’s financial results and assessing its prospects for future performance. The Company believes these non-GAAP financial measures are important indicators of its operating performance because they exclude items that are primarily non-cash accounting line items unrelated to, and may not be indicative of, the Company’s core operating results. These non-GAAP financial measures, as Acutus calculates them, may not necessarily be comparable to similarly titled measures of other companies and may not be appropriate measures for comparing the performance of other companies relative to the Company. These non-GAAP financial results are not intended to represent and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP. Non-GAAP net loss is defined as net loss before income taxes, adjusted for stock-based compensation, amortization of acquisition-related intangibles, acquisition related costs, discontinued operations, asset impairments, non-operating items, restructuring charges, stock repurchases and other adjustments. To the extent such non-GAAP financial measures are used in the future, the Company expects to calculate them using a consistent method from period to period. A reconciliation of the most directly comparable GAAP financial measure to the non-GAAP financial measure has been provided under the heading “Reconciliation of GAAP Results to Non-GAAP Results” in the financial statement tables attached to this press release.
Webcast and Conference Call Information
Acutus will host a conference call to discuss the fourth quarter and full year 2021 financial results after market close on Wednesday, March 30, 2022 at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. The conference call can be accessed live over the phone (833) 570-1131 for U.S. callers or (914) 987-7078 for international callers, using conference ID: 4985645. The live webinar can be accessed at https://ir.acutusmedical.com.
About Acutus
Acutus is an arrhythmia management company focused on improving the way cardiac arrhythmias are diagnosed and treated. Acutus is committed to advancing the field of electrophysiology with a unique array of products and technologies which will enable more physicians to treat more patients more efficiently and effectively. Through internal product development, acquisitions and global partnerships, Acutus has established a global sales presence delivering a broad portfolio of highly differentiated electrophysiology products that provide its customers with a complete solution for catheter-based treatment of cardiac arrhythmias. Founded in 2011, Acutus is based in Carlsbad, California.


Press Release
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Caution Regarding Forward-Looking Statements
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company’s ability to continue to manage expenses and cash burn rate at sustainable levels, continued acceptance of its products in the marketplace, the effect of global economic conditions on the ability and willingness of customers to purchase the Company’s systems and the timing of such purchases, competitive factors, changes resulting from healthcare policy in the United States and globally, including changes in government reimbursement of procedures, dependence upon third-party vendors and distributors, timing of regulatory approvals, the impact of the coronavirus (COVID-19) pandemic and Acutus’ response to it and other risks discussed in the Company’s periodic and other filings with the Securities and Exchange Commission. By making these forward-looking statements, Acutus undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Media Contact:
Caroline Corner
Holly Windler
Westwicke ICR
M: 619-929-1275
D: 415-202-5678
media@acutusmedical.com
caroline.corner@westwicke.com


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Acutus Medical, Inc.
Consolidated Balance Sheets
(in thousands, except per share amounts)December 31,
2021
December 31,
2020
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$24,071 $25,234 
Marketable securities, short-term76,702 105,839 
Restricted cash150 150 
Accounts receivable3,633 2,160 
Inventory16,408 12,958 
Prepaid expenses and other current assets5,326 5,047 
Total current assets126,290 151,388 
Marketable securities, long-term7,120 8,726 
Property and equipment, net13,670 12,356 
Right-of-use assets, net4,521 1,669 
Intangible assets, net5,013 5,653 
Goodwill12,026 12,026 
Other assets1,152 717 
Total assets$169,792 $192,535 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$7,519 $8,266 
Accrued liabilities9,096 7,308 
Contingent consideration, short-term1,500 5,400 
Operating lease liabilities, short-term395 933 
Total current liabilities18,510 21,907 
Operating lease liabilities, long-term4,591 1,134 
Long-term debt40,415 39,011 
Contingent consideration, long-term500 3,900 
Other long-term liabilities50 — 
Total liabilities64,066 65,952 
Stockholders' equity
Preferred stock, $0.001 par value— — 
Common stock, $0.001 par value28 28 
Additional paid-in capital584,613 487,290 
Accumulated deficit(478,698)(361,015)
Accumulated other comprehensive (loss) income(217)280 
Total stockholders' equity105,726 126,583 
Total liabilities and stockholders' equity$169,792 $192,535 



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Acutus Medical, Inc.
Consolidated Statements of Operations and Comprehensive Loss
Three Months Ended
December 31,
Year Ended
December 31,
(in thousands, except share and per share amounts)2021202020212020
(unaudited)(unaudited)
Revenue$4,362 $2,574 $17,263 $8,464 
Costs and operating expenses:
Cost of products sold9,939 4,891 32,925 15,889 
Research and development8,840 8,962 36,683 33,454 
Selling, general and administrative15,865 15,164 63,523 50,357 
Change in fair value of contingent consideration(382)1,563 (3,746)97 
Total costs and operating expenses34,262 30,580 129,385 99,797 
Loss from operations(29,900)(28,006)(112,122)(91,333)
Other income (expense):
Change in fair value of warrant liability— — — (5,555)
Interest income28 43 116 436 
Interest expense(1,392)(1,416)(5,677)(5,506)
Total other expense, net(1,364)(1,373)(5,561)(10,625)
Loss before income taxes(31,264)(29,379)(117,683)(101,958)
Income tax expense— 23 — 23 
Net loss$(31,264)$(29,402)$(117,683)$(101,981)
Other comprehensive income (loss)
Unrealized loss on marketable securities(34)(3)(37)(53)
Foreign currency translation adjustment(143)216 (460)363 
Comprehensive loss$(31,441)$(29,189)$(118,180)$(101,671)
Net loss per common share, basic and diluted$(1.12)$(1.05)$(4.11)$(8.94)
Weighted average shares outstanding, basic and diluted27,953,803 27,897,224 28,654,313 11,407,542 


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Acutus Medical, Inc.
Consolidated Statements of Cash Flows
Year Ended
December 31,
(in thousands)20212020
Cash flows from operating activities(unaudited)
Net loss$(117,683)$(101,981)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense5,754 2,763 
AcQMap Systems converted to sales2,182 — 
Sales-type lease loss28 — 
Amortization of intangible assets640 457 
Non-cash stock-based compensation expense13,754 12,103 
Amortization of premiums/(accretion of discounts) on marketable securities, net1,277 484 
Amortization of debt issuance costs1,404 767 
Amortization of right-of-use assets496 684 
Change in fair value of warrant liability— 5,555 
Change in fair value of contingent consideration(3,746)97 
Changes in operating assets and liabilities:
Accounts receivable(1,473)(1,897)
Inventory(3,872)(3,891)
Prepaid expenses and other current assets1,133 (3,383)
Other assets304 (622)
Accounts payable(871)2,283 
Accrued liabilities1,549 2,232 
Operating lease liabilities(608)(820)
Other long-term liabilities50 — 
Net cash used in operating activities(99,682)(85,169)
Cash flows from investing activities
Purchases of available-for-sale marketable securities(87,258)(114,694)
Sales of available-for-sale marketable securities8,590 17,095 
Maturities of available-for-sale marketable securities107,707 45,000 
Purchases of property and equipment(9,973)(11,225)
Net cash provided by (used in) investing activities19,066 (63,824)
Cash flows from financing activities
Payment of deferred offering costs(580)— 
Payment of contingent consideration(3,435)(2,500)
Payment of contingent consideration into escrow(224)— 
Proceeds from warrant exercise— 13 
Proceeds from the issuance of common stock, net of issuance costs82,657 166,286 
Proceeds from stock options exercises711 634 
Proceeds from Employee Stock Purchase Plan440 — 
Net cash provided by financing activities79,569 164,433 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(116)342 
Net change in cash, cash equivalents and restricted cash(1,163)15,782 
Cash, cash equivalents and restricted cash, at the beginning of the period25,384 9,602 
Cash, cash equivalents and restricted cash, at the end of the period$24,221 $25,384 


Press Release
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Acutus Medical, Inc.
Reconciliation of GAAP Results to Non-GAAP Results
(Unaudited)
Three Months Ended December 31, 2021Cost of products soldResearch and developmentSelling, general and administrativeLoss from operationsOther expenses, netNet lossBasic and diluted EPS
Reported$9,939 $8,840 $15,865 $(29,900)$(1,364)$(31,264)$(1.12)
Amortization of acquired intangibles(155)— (5)160 — 160 0.01 
Stock-based compensation(241)(543)(2,710)3,494 — 3,494 0.12 
Change in fair value of contingent consideration— — — (382)— (382)(0.01)
Adjusted$9,543 $8,297 $13,150 $(26,628)$(1,364)$(27,992)$(1.00)
Three Months Ended December 31, 2020Cost of products soldResearch and developmentSelling, general and administrativeLoss from operationsOther expenses, netNet lossBasic and diluted EPS
Reported$4,891 $8,962 $15,164 $(28,006)$(1,373)$(29,402)$(1.05)
Income tax expense— — — — 23 23 — 
Amortization of acquired intangibles— — (127)127 — 127 — 
Stock-based compensation(147)(305)(2,379)2,831 — 2,831 0.10 
Change in fair value of contingent consideration— — — 1,563 — 1,563 0.06 
Adjusted$4,744 $8,657 $12,658 $(23,485)$(1,350)$(24,858)$(0.89)
Year Ended December 31, 2021Cost of products soldResearch and developmentSelling, general and administrativeLoss from operationsOther expenses, netNet lossBasic and diluted EPS
Reported$32,925 $36,683 $63,523 $(112,122)$(5,561)$(117,683)$(4.11)
Amortization of acquired intangibles(310)— (330)640 — 640 0.02 
Stock-based compensation(864)(2,181)(10,709)13,754 — 13,754 0.48 
Change in fair value of contingent consideration— — — (3,746)— (3,746)(0.13)
Adjusted$31,751 $34,502 $52,484 $(101,474)$(5,561)$(107,035)$(3.74)
Year Ended December 31, 2020Cost of products soldResearch and developmentSelling, general and administrativeLoss from operationsOther expenses, netNet lossBasic and diluted EPS
Reported$15,889 $33,454 $50,357 $(91,333)$(10,625)$(101,981)$(8.94)
Adjustment for assumed conversion of convertible preferred stock— — — — — — 4.18 
Income tax expense— — — — 23 23 — 
Amortization of acquired intangibles— — (457)457 — 457 0.02 
Stock-based compensation(440)(873)(10,790)12,103 — 12,103 0.57 
Change in fair value of warrant liability— — — 5,555 — 5,555 0.26 
Change in fair value of contingent consideration— — — 97 — 97 — 
Adjusted$15,449 $32,581 $39,110 $(73,121)$(10,602)$(83,746)$(3.91)


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Three Months EndedYear Ended
December 31,December 31
2021202020212020
Denominator
Weighted average shares of common stock outstanding used in GAAP per share calculations27,953,803 27,897,224 28,654,313 11,407,542 
Adjustments to reflect the assumed conversion of convertible preferred stock (1)
— — — 10,011,751 
Shares used in non-GAAP per share calculations27,953,803 27,897,224 28,654,313 21,419,293 
(1) Assumes the conversion of outstanding shares of convertible preferred stock into shares of common stock prior to the Company’s initial public stock offering as if such conversion had occurred at the beginning of the period or their issuance dates, if later.



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Acutus Medical, Inc.
Key Business Metrics
(Unaudited)
Installed Base & Procedure Volumes
The total installed base as of, and procedure volumes for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020, September 30, 2021 and 2020, and December 31, 2021 and 2020, are set forth in the table below:
March 31,
June 30,
September 30,
December 31,
20212020202120202021202020212020
Key Business Metrics
Installed base (2)
6231703871497758
Procedure volumes367177401150377256425347
(2) Installed base includes AcQMap Systems.

Revenue
The following table sets forth the Company’s revenue for disposables, systems and service/other for both the three months and the years ended December 31, 2021 and 2020 (in thousands):
Three Months Ended December 31,
Year Ended December 31,
2021202020212020
Disposables$3,249 $2,353 $11,938 $6,713 
Systems761 175 4,058 1,660 
Service/Other352 46 1,267 91 
Total revenue$4,362 $2,574 $17,263 $8,464 
The following table provides revenue by geographic location for both the three months and the years ended December 31, 2021 and 2020 (in thousands):
Three Months Ended December 31,
Year Ended December 31,
2021202020212020
United States$2,069 $1,578 $8,325 $4,854 
Outside the United States2,293 996 8,938 3,610 
Total revenue$4,362 $2,574 $17,263 $8,464