ACUTUS MEDICAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreements
In accordance with the terms of (i) a letter agreement (the "Deerfield Letter
Agreement") entered into on
· DPD III exchanged 1,816,446 shares of the Company's Common Stock, par value
$0.001 per share ("Common Stock"), held by it for 1,816.4460 shares of a new series of non-voting convertible preferred stock of the Company designated as "Series A Common Equivalent Preferred Stock," par value$0.001 per share ("Series A Preferred Stock");
· DP exchanged 948,395 shares of the Company's Common Stock held by it for
948.3950 shares of Series A Preferred Stock;
· OrbiMed PI IV exchanged 2,795,886 shares of the Company's Common Stock held by
it for 2,795.8860 shares of Series A Preferred Stock; and
· OrbiMed RO II exchanged 1,105,114 shares of the Company's Common Stock held by
it for 1,105.1140 shares of Series A Preferred Stock (collectively with the exchanges by DPD III, DPD IV and OrbiMed PI IV, the "Exchanges").
Series A Certificate of Designations
In connection with the issuance of Series A Preferred Stock pursuant to the
Exchanges, on
The Series A Preferred Stock ranks senior to the Common Stock with respect to
rights on the distribution of assets on any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, having a
liquidation preference equal to its par value of
The holder thereof may convert each share of Series A Preferred Stock into 1,000
shares of Common Stock (subject to certain anti-dilution adjustments) at its
election, except to the extent that, following such conversion, the number of
shares of Common Stock held by such holder, its affiliates and any other persons
whose beneficial ownership of Common Stock would be aggregated with such
holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, including shares held by any "group" (as defined in Section 13(d) of
the Exchange Act and applicable regulations of the
The foregoing summary of the Series A Certificate of Designation is qualified in its entirety by the full text thereof, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
The foregoing summary of the Exchange Agreements is qualified in its entirety by the full text thereof, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.
Item 3.02 Unregistered Sale of
The Series A Preferred Stock issued pursuant to the Exchange Agreements, as described in Item 1.01 of this report, which description is incorporated by reference into this Item 3.02, consists of unregistered shares of Series A Preferred Stock.
The Company did not receive any cash proceeds as a result of the Exchanges, and the shares of Common Stock exchanged in the Exchanges have been retired and cancelled. The issuance of shares of Series A Preferred Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such Exchanges.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Certificate of Designation of Preferences, Rights and Limitations of
the Series A Common Equivalent Preferred Stock, par value $0.001 per
share, of the Company.
10.1 Exchange Agreement, dated as of August 23, 2021 , by and among the
Company, Deerfield Private Design Fund III, L.P. and Deerfield Partners,
L.P.
10.2 Exchange Agreement, dated as of August 23, 2021 , by and among the
Company, OrbiMed Private Investments IV, LP and OrbiMed Royalty
Opportunities II, LP .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
