Item 8.01 Other Events

The Company's unaudited pro forma consolidated balance sheet as of March 31, 2022 and unaudited pro forma consolidated statements of operations for the three months ended March 31, 2022 and fiscal year ended December 31, 2021, in each case giving pro forma effect to the sale of the Seller Products, and the notes related thereto, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference. The Company's unaudited pro forma consolidated statement of operations for the six months ended June 30, 2022, and the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference. The Transaction is reflected in the Company's condensed consolidated balance sheet as of June 30, 2022 included in the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022. Accordingly, the Company has not included an unaudited pro forma consolidated balance sheet as of June 30, 2022 in this Form 8-K/A.

Cautionary Note Regarding Forward-LookingStatements

This Current Report on Form 8-K and certain information incorporated by reference herein contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Current Report, other than statements that are purely historical, are forward-looking statements. Words such as "anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," "will," "should," "would," "could," "may" and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding whether and when the transactions contemplated by the Sale Agreement (including the Second Closing (as defined in the Original 8-K) and earnout payments thereunder), the Warrants (as defined in the Original 8-K) (including exercise thereof) and ancillary agreements will be consummated.

Our expectations, beliefs, objectives, intentions and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements. Factors that may affect the actual results achieved by the Company include, without limitation, the parties' ability to consummate the transactions; satisfaction of conditions in connection with the transactions described herein; the parties' ability to meet expectations regarding the timing and completion of the transactions; and the risk factors listed from time to time in the Company's filings with the SEC, as further described below.

We urge you to carefully consider risks and uncertainties and review the additional disclosures we make concerning risks and uncertainties that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made under the captions "Risk Factors" contained in our most recently filed Form 10-K and Form 10-Q and subsequent filings with the SEC. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Current Report on Form 8-K.





Item 9.01 Exhibits

(b) Pro forma financial information.

Attached as Exhibit 99.1 hereto and incorporated by reference are an unaudited pro forma consolidated balance sheet as of March 31, 2022 and unaudited pro forma consolidated statements of operation for the three months ended March 31, 2022 and fiscal year ended December 31, 2021, in each case giving pro forma effect to the sale of the Seller Products.

Attached as Exhibit 99.2 hereto and incorporated by reference is an unaudited pro forma consolidated statement of operation for the six months ended June 30, 2022, giving pro forma effect to the sale of the Seller Products.





 (d) Exhibits






Exhibit Number Description



  2.1*^          Asset Purchase Agreement dated April 26, 2022, by and among
               Medtronic, Inc. and Acutus Medical, Inc.

  10.1*^         Amended and Restated Credit Agreement dated June 30, 2022, by
               and among Acutus Medical, Inc., the lenders from time to time
               party thereto, and Wilmington Trust, National Association, as
               Administrative Agent

  10.2*^         Warrant Purchase Agreement dated June 30, 2022, by and among
               Acutus Medical, Inc. and the purchasers named therein

  10.3*^         Form of Warrant for the issuance of warrants dated June 30,
               2022

  10.4*^         Registration Rights Agreement dated June 30, 2022, by and among
               Acutus Medical, Inc., Deerfield Partners, L.P. and Deerfield
               Private Design Fund III, L.P.

  99.1^          Unaudited pro forma consolidated balance sheet as of March 31,
               2022 and unaudited pro forma consolidated statements of operation
               for the three months ended March 31, 2022 and fiscal year ended
               December 31, 2021

  99.2           Unaudited pro forma consolidated statement of operation for the
               six months ended June 30, 2022, giving pro forma effect to the
               sale of the Seller Products

  99.3**^        Press Release dated July 1, 2022

104            Cover Page Interactive Data File (formatted as Inline XBRL and
               contained in Exhibit 101).

* The schedules and exhibits to the exhibited agreements have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.

** Furnished herewith, not filed.

^ Previously filed.

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