8-K: Acutus Medical Terminates Registration Rights Agreement with Deerfield Funds Amid Deregistration Plans

Acutus Medical terminates its registration rights agreement with Deerfield Funds as part of its plan to deregister its common stock and cease periodic reporting obligations.

Summary

• Acutus Medical, Inc. entered into a Registration Rights Termination Agreement with Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. effective January 21, 2025.
• This agreement terminates the Registration Rights Agreement dated June 30, 2022, between the parties.
• The termination is connected to Acutus Medical's plan to deregister its common stock with the SEC and cease its periodic reporting obligations.
• The company has also entered into an amendment to its credit agreement, a contingent payment agreement, and a warrant termination agreement with Deerfield Funds.
• The termination of registration rights will be effective upon the Fifth Amendment Effective Date.
• Acutus Medical will be permitted to withdraw the Resale Registration Statement and terminate the offer and/or sale of securities under the Resale Registration Statement.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company is reducing costs, it is also ceasing to be a public company, which may limit future access to capital markets.

Positives

• The company will eliminate accounting and other expenses relating to maintaining its status as a public reporting company.
• The company will pay Deerfield Funds a $250,000 fee to terminate warrants to purchase 4,213,132 shares of common stock.

Risks

• The company may not be able to effectuate the Deregistration as currently anticipated or within the timing currently anticipated.
• The impact of the Deregistration on the Company's business is uncertain.
• The impact of the Transaction Documents on the Company's business and operations is uncertain.

Future Outlook

The Company expects the Deregistration to become effective 90 days after filing the Form 15 with the SEC and anticipates that its Common Stock may continue to be quoted on the OTC Pink Market.

Management Comments

• The Board of Directors has determined that going dark is in the best interests of the Company and its stockholders as a result of the substantial cost savings from the elimination of accounting and other expenses relating to maintaining its status as a public reporting company.

Industry Context

This announcement reflects a strategic shift for Acutus Medical, aligning with a trend of smaller companies seeking to reduce costs and regulatory burdens by deregistering from public markets.

Related Party Transactions

• Andrew ElBardissi, a member of the Company's Board of Directors, is a partner in Deerfield Management Company, L.P., the investment manager of Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P., the lenders under the Credit Agreement and principal stockholders of the Company.

Stakeholder Impact

• Shareholders may experience reduced liquidity and transparency as the company's stock trades on the OTC Pink Market.
• Employees may be affected by the restructuring and reduction in operations.
• Creditors will be subject to the terms of the amended credit agreement.

Next Steps

• The Company intends to file a Form 15 with the SEC to voluntarily effect the Deregistration.
• The Company expects the Deregistration to become effective 90 days after filing the Form 15 with the SEC.
• The Company anticipates that its Common Stock may continue to be quoted on the OTC Pink Market.

Key Dates