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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/20 Acutus Medical, Inc. S-1MEF 8/05/20 4:54K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size
1: S-1MEF Registration Statement to Add Securities to a HTML 25K
Prior Form S-1 Registration
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-23.2 Consent of Expert or Counsel HTML 5K
As filed with the Securities and Exchange Commission on August 5, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACUTUS MEDICAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 3841 | 45-1306615 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
|
2210 Faraday Ave., Suite 100 (442) 232-6080 |
||
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | ||
Chief Executive Officer
Acutus Medical, Inc.
2210 Faraday Ave., Suite 100
(442) 232-6080
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
| Copies to: | ||
|
Alan F. Denenberg Davis Polk & Wardwell LLP 1600 El Camino Real (650) 752-2000 |
Tom Sohn Senior Vice President, General Counsel & Secretary Acutus Medical, Inc. 2210 Faraday Ave., Suite 100 (442) 232-6080
|
Charles S. Kim Kristin E. VanderPas David Peinsipp Cooley LLP 4401 Eastgate Mall (858) 550-6000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239873
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 7(a)(2)(B) of the Securities Act. ☐
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
| CALCULATION OF REGISTRATION FEE | ||||
| Title Of Each Class Of Securities To Be Registered |
Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(2) | Amount Of Registration Fee(3) |
| Common Stock, par value $0.001 per share | 1,691,176 | $18.00 | $30,441,168 | $3,951.27 |
| (1) | Represents only the additional number of shares being registered and includes an additional 220,588 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-239873). |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. |
| (3) | The registrant previously registered 8,455,882 shares of its common stock with an aggregate offering price not to exceed $152,205,876 on a Registration Statement on Form S-1 (File No. 333-239873), which was declared effective by the Securities and Exchange Commission on August 5, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $30,441,168 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
C:
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 (the “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Acutus Medical, Inc. (the “Registrant”) by 1,691,176 shares, 220,588 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-239873) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Carlsbad, State of California, on August 5, 2020.
|
ACUTUS MEDICAL, INC. | ||
| By: | /s/ Vince Burgess | |
|
President, Chief Executive Officer & Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated.
| Signature | Title | Date |
| /s/ Vince Burgess | ||
| Vince Burgess | President, Chief Executive Officer and Director (Principal Executive Officer) | August 5, 2020 |
| /s/ Gary W. Doherty | ||
| Gary W. Doherty | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | August 5, 2020 |
| * | ||
| Scott Huennekens | Chairman of the Board | August 5, 2020 |
| * | ||
| David Bonita, M.D. | Director | August 5, 2020 |
| * | ||
| Andrew ElBardissi, M.D. | Director | August 5, 2020 |
| * | ||
| Jim Hinrichs | Director | August 5, 2020 |
| * | ||
| Shahzad Malik, MB BChir | Director | August 5, 2020 |
| /s/ Shaden Marzouk | ||
| Shaden Marzouk, M.D. | Director | August 5, 2020 |
|
*By: /s/ Vince Burgess |
||
| Vince Burgess | ||
| Attorney-in-Fact |
|
EXHIBITS
C:
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 8/5/20 | 3, 4, 8-A12B, 8-K, CERT, EFFECT, S-8 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/15/20 Acutus Medical, Inc. S-1 36:10M Donnelley … Solutions/FA |