Item 2.02 Results of Operations and Financial Condition
On January 9, 2023, Acutus Medical, Inc. (the "Company") issued a press release
(the "Press Release") announcing its preliminary, unaudited revenue for the
fourth quarter and year ended December 31, 2022. A copy of the Press Release is
attached as Exhibit 99.1 to this current report on Form 8-K, and is incorporated
by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, the Company announced that Takeo Mukai has been appointed
the Company's Chief Financial Officer, effective January 9, 2023.
Mr. Mukai, 42, has been acting as the Company's interim Chief Financial Officer
since August 22, 2022. Mr. Mukai previously served as the Company's Vice
President, Finance from July 2021 to August 2022. Prior to his service with the
Company, Mr. Mukai served in various roles of increasing responsibility with
Medtronic, Inc. from 2007 to 2021, including: Finance Director, Neurovascular
and Cerebrospinal Fluid Business Units, from July 2019 to July 2021; Finance
Director, Global Growth Platforms, from May 2018 to July 2019; and Finance
Director, Type 2 Diabetes Business Unit, from August 2014 to May 2018. Mr. Mukai
received a B.S., Business Administration, from the Carnegie Mellon University in
2001 and an MBA from the University of Southern California, Marshall School of
Business, in 2011.
In connection with Mr. Mukai's appointment as the Company's Chief Financial
Officer, the Company and Mr. Mukai entered into an employment agreement,
effective January 9, 2023 (the "Employment Agreement"), under which Mr. Mukai
will be entitled to a base salary of $325,000 and be eligible for an annual
incentive cash bonus with a target payout of 50% of base salary under the
Company's Short-Term Cash Incentive Program. In addition, if Mr. Mukai's
employment is terminated other than during a period that is within 90 days prior
to or 12 months following the effective date of a change in control of the
Company (a "change in control period") by the Company without cause or by him
for good reason, then he will be entitled to severance as follows: (i) a single
lump sum equal to 9 months of salary and (ii) 9 months of Company-paid continued
health benefits (or if earlier until he is covered by other similar health
benefit plans). Alternatively, if Mr. Mukai's employment is terminated during a
change in control period by the Company without cause or by him for good reason,
then he will be entitled to (i) a single lump sum equal to 12 months of salary,
(ii) a single lump sum payment equal to 100% of his target bonus, (iii) full
acceleration of his unvested equity awards that are subject only to time vesting
(as provided under Mr. Mukai's Employment Agreement) and (iv) 12 months of
Company-paid continued health benefits (or if earlier until he is covered by
other similar health benefit plans). In either case, Mr. Mukai's receipt of
severance payments and benefits is subject to Mr. Mukai signing (and not
revoking) a release of claims.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
The Company also previously entered into its standard form of indemnification
agreement with Mr. Mukai, the form of which is filed as Exhibit 10.12 to the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 2022.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Mukai and any of the Company's executive officers or directors or
persons nominated or chosen to become directors or executive officers. There is
no arrangement or understanding between Mr. Mukai and any other person pursuant
to which Mr. Mukai was appointed as Chief Financial Officer. There are no
transactions requiring disclosure under Item 404(a) of Regulation S-K.
On January 9, 2023, the Company issued a press release announcing, among other
things, Mr. Mukai's appointment, which press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
The information under Item 2.02 in this current report on Form 8-K and the
related information in the Press Release shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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Exhibit
Number Description
10.1 Employment Agreement by and between Acutus Medical, Inc. and Takeo Mukai,
dated January 9, 2023
99.1 Press Release dated January 9, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
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