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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Acutus Medical, Inc. 8-K/A:8,9 6/30/22 11:381K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 39K 2: EX-99.2 Miscellaneous Exhibit HTML 146K 6: R1 Cover HTML 52K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- dp178541_8ka_htm XML 17K 8: EXCEL IDEA Workbook of Financial Reports XLSX 9K 4: EX-101.LAB XBRL Labels -- afib-20220630_lab XML 96K 5: EX-101.PRE XBRL Presentations -- afib-20220630_pre XML 64K 3: EX-101.SCH XBRL Schema -- afib-20220630 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0000950103-22-013936-xbrl Zip 37K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2022 ( i June 30, 2022)
(Exact name of Registrant as Specified in Its Charter)
| i Delaware | i 001-39430 | i 45-1306615 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 92008 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: ( i 442) i 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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| i Common Stock, par value $0.001 | i AFIB | The 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).
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. i ☐
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EXPLANATORY NOTE
i This Amendment No. 1 to Form 8-K (“Form 8-K/A”) amends the Current Report on Form 8-K filed by Acutus Medical, Inc. (the “Company”), with the Securities and Exchange Commission (“SEC”) on July 1, 2022 (the “Original Filing”). As disclosed in the Original Filing, on June 30, 2022, the Company completed the first of two closings in connection with the previously disclosed sale of its AcQCross® line of sheath-compatible septal crossing devices, AcQGuide® MINI integrated crossing device and sheath, AcQGuide® FLEX Steerable Introducer with integrated transseptal dilator and needle, and AcQGuide® VUE steerable sheaths (the “Seller Products”) to Medtronic, Inc. pursuant to an asset purchase agreement dated April 26, 2022 (the “Transaction”). This Form 8-K/A is being filed solely for the purposes of updating the unaudited pro forma financial information relating to the sale of the Seller Products to include the unaudited pro forma consolidated statement of operations for the six months ended June 30, 2022, giving pro forma effect to the sale of the Seller Products. This Form 8-K/A does not change any of the other information contained in the Original Filing except as specifically set forth herein. This Form 8-K/A continues to speak as of the date of the Original Filing and we have not updated or amended any disclosures, except as specifically set forth herein, contained in the Original Filing to reflect events that have occurred since the time of the Original Filing.
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-Looking Statements
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.
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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 |
* 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.
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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 hereunto duly authorized.
Date: August 11, 2022
| Acutus Medical, Inc. | ||
| By: | /s/ David Roman | |
| David Roman | ||
| President, Chief Executive Officer, Chief Financial Officer and Director | ||
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/11/22 | 10-Q, 8-K | ||
| 7/1/22 | 8-K | |||
| For Period end: | 6/30/22 | 10-Q, 4, 8-K | ||
| 4/26/22 | ||||
| 3/31/22 | 10-Q, S-8 | |||
| 12/31/21 | 10-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/21/22 Acutus Medical, Inc. 424B5 1:126K Davis Polk & … LLP 01/FA 12/09/22 Acutus Medical, Inc. S-3 4:216K Davis Polk & … LLP 01/FA 8/22/22 Acutus Medical, Inc. 424B3 8/19/22 1:141K Davis Polk & … LLP 01/FA 8/11/22 Acutus Medical, Inc. S-3 4:212K Davis Polk & … LLP 01/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/01/22 Acutus Medical, Inc. 8-K:1,2,3,7 6/30/22 16:2.1M Davis Polk & … LLP 01/FA 4/27/22 Acutus Medical, Inc. 8-K:1,7,9 4/25/22 15:1.2M Davis Polk & … LLP 01/FA |