Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on June 30, 2022, Acutus Medical, Inc. (the “Company”) completed the first of two closings (the “First Closing”) pursuant to that certain Asset Purchase Agreement (the “Sale Agreement”), dated April 26, 2022, to sell 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. (“Medtronic”). Pursuant to the Sale Agreement, a second closing would occur on a date determined by Medtronic but no later than the fourth anniversary of the First Closing, subject to the satisfaction of customary closing conditions (the “Second Closing”).
On November 3, 2022, the Company announced its achievement of the OEM Earnout Conditions set forth in the Sale Agreement.
On December 1, 2022 (the “Effective Date”), Medtronic provided notice to the Company that Medtronic intends to initiate distribution of the Seller Products, beginning December 5, 2022, under the Distribution Agreement (the “Distribution Agreement”) between the Company and Medtronic, entered into in connection with the Sale Agreement. Accordingly, on the Effective Date, the Distribution Agreement became effective. Pursuant to the Distribution Agreement, at the Effective Date, the Company ceased all distribution and sale of the Seller Products to third parties (subject to limited exceptions) and will manufacture and supply the Seller Products to Medtronic as exclusive distributor of the Seller Products under the Distribution Agreement until the Second Closing. If the Second Closing does not occur, arrangements under the Distribution Agreement will continue until terminated by mutual consent of the parties or otherwise pursuant to the terms thereof.
The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement, the form of which is included as an exhibit to the Sale Agreement filed as Exhibit 2.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on April 27, 2022, which is incorporated by reference herein.