Securities to be offered to employees in employee benefit plans



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As filed with the Securities and Exchange Commission
on February 1, 2022




Registration No. 333- [●]












UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549
















FORM S-8




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 No.)











2210 Faraday Ave., Suite 100




Carlsbad, CA 92008


(442) 232-6080












(Address, including zip code, and telephone number, including area code, of Principal Executive Offices)





















Acutus Medical, Inc. 2020 Equity Incentive
Plan




Acutus Medical, Inc. 2020 Employee Stock
Purchase Plan











(Full title of the plans)
























Vince Burgess




Chief Executive Officer




Acutus Medical, Inc.




2210 Faraday Ave., Suite 100




Carlsbad, CA 92008




(442) 232-6080




(Name, address and telephone number, including area code, of agent for service)





























Copies to

:






Alan F. Denenberg




Stephen Salmon




Davis Polk & Wardwell LLP




1600 El Camino Real




Menlo Park, CA 94025




(650) 752-2000






Tom Sohn




Senior Vice President, General Counsel
& Secretary




Acutus Medical, Inc.




2210 Faraday Ave., Suite 100




Carlsbad, CA 92008




(442) 232-6080











Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.




















Large accelerated filer






Accelerated filer






Non-accelerated filer






Smaller reporting company






Emerging growth company










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.



















REGISTRATION OF ADDITIONAL
SHARES PURSUANT TO GENERAL INSTRUCTION E





Pursuant to General Instruction E to Form
S-8, the Registrant is filing this Registration Statement with the U.S. Securities and Exchange Commission (the
“Commission”) to register additional shares of the Registrant’s Common Stock for issuance under the 2020 Equity
Incentive Plan and the 2020 Employee Stock Purchase Plan, pursuant to the provisions of such plans that provide for automatic annual increases in the number of
shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the
Registrant’s registration statement on Form S-8 filed with the Commission on August 6, 2020 (File No.
333-241143) and March 29, 2021 (File No. 333-254799) to the extent not superseded hereby.





PART II





INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT





Item 8. Exhibits.











































Exhibit Number






5.1*




Opinion of Davis Polk & Wardwell LLP




23.1*




Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)




23.2*




Consent of KPMG LLP




24.1




Powers of Attorney (included in the signature pages hereto)




99.1*




Acutus Medical, Inc. 2020 Equity Incentive Plan




99.2




Acutus Medical, Inc. 2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.15 to Registrant’s Registration Statement on Form S-1/A, originally filed with the Commission on July 30, 2020 (File No. 333-239873))



107.1*



Filing Fee Table



*


Indicates an exhibit filed herewith













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 February 1, 2022.














































ACUTUS MEDICAL, INC.








By:




/s/ Vince Burgess






Vince Burgess






President, Chief Executive Officer and Director
















POWER OF ATTORNEY





Know all persons by these presents, that each
person whose signature appears below, constitutes and appoints each of Vince Burgess, Gary W. Doherty and Tom Sohn as his or her true
and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any
and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and
agents may deem necessary or advisable in order to enable Acutus Medical, Inc. to comply with the Securities Act, and any requirements
of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities
Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement,
and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto
and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or
other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents
in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full
power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.





Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:












































































































































Signature






Title






Date







/s/ Vince
Burgess



Vince Burgess





President, Chief Executive Officer and Director



(Principal Executive Officer)





February 1, 2022






/s/ David
H. Roman



David H. Roman





Chief Financial Officer



(Principal Financial and Accounting Officer)





February 1, 2022






/s/ R.
Scott Huennekens



R. Scott Huennekens





Chairman of the Board




February 1, 2022






/s/ David
Bonita



David Bonita, M.D.





Director




February 1, 2022






/s/ Andrew
ElBardissi



Andrew ElBardissi, M.D.





Director




February 1, 2022






/s/ Jim
Hinrichs



Jim Hinrichs





Director




February 1, 2022






/s/ Shaden
Marzouk



Shaden Marzouk





Director




February 1, 2022






/s/ Daniella
Cramp



Daniella Cramp





Director




February 1, 2022






/s/ Niamh
Pellegrini



Niamh Pellegrini





Director




February 1, 2022






/s/ John
Sheridan



John Sheridan





Director




February 1, 2022











The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or - June 24, 2022
Acutus Medical, Inc. director just disposed of 60,000 shares - June 3, 2022
Acutus Medical, Inc.'s Chief Financial Officer just picked up 100,000 shares - June 2, 2022

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