Acutus Medical (AFIB) SC 13GAcutus Medical / Kerrisdale Advisers ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

________________________________________________________________________________________

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )

 

_________________________________________________________________________________________

Acutus Medical, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

005111109

(CUSIP Number)

July 19, 2021

(Date of Event Which Requires Filing of this Statement)

 

____________________________________________________________________________________________

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

 

Acutus Medical, Inc. (the "Issuer")

 

2210 Faraday Avenue

Suite 100

Carlsbad, CA 92008

 

The Reporting Persons are:

(i) Kerrisdale Advisers, LLC (the "Adviser"), a New York limited liability company and the investment manager to the Master Fund (as defined below), with respect to the Common Stock (as defined below) held by the Master Fund;

(ii) Sahm Adrangi, a Canadian citizen and the managing member of the Adviser, with respect to the Common Stock held by the Master Fund;

(iii) Kerrisdale Partners Master Fund, Ltd. (the "Master Fund"), a Cayman Islands exempted company;

The address for each of the Adviser and Mr. Adrangi is:

1212 Avenue of the Americas, 3rd Floor

New York, NY 10036

The address for the Master Fund is:

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9005 Cayman Islands

 

The Adviser - New York

Sahm Adrangi - Canada

The Master Fund - Cayman Islands

 

Common Stock, par value $0.001 per share ("Common Stock")

 

005111109

Not Applicable

(a) Each of the Adviser and Mr. Adrangi beneficially owns the 1,750,920 shares of the Issuer's Common Stock held and beneficially owned by the Master Fund. 

(b) The shares of Common Stock beneficially owned by the Adviser, Mr. Adrangi and the Master Fund constitute approximately 5.2% of the Issuer's outstanding Common Stock.

The approximate percentage of Common Stock reported as beneficially owned by each of the Reporting Persons is based on 33,613,165 shares of Common Stock outstanding following the Issuer’s public offering that closed on July 19, 2021, as reported by the Issuer in its Prospectus filed with the Securities and Exchange Commission on July 15, 2021.

Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

(c) The Adviser and Mr. Adrangi have the shared power to vote and dispose of the shares of Common Stock held by the Master Fund reported herein.  The Master Fund has the sole right to vote and dispose of the shares of Common Stock held by it.

If this Statement is being filed to report that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [  ]

  

Not applicable.

 

Not applicable.

 

Not applicable.

 

Not applicable.

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including additional amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Acutus Medical, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.