Redmile Group, LLC - Nov 20, 2023 Form 4 Insider Report for Augmedix, Inc. (AUGX)

Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
AUGX
Transactions as of
Nov 20, 2023
Transactions value $
$6,000,000
Form type
4
Date filed
11/22/2023, 04:15 PM
Previous filing
Oct 3, 2023
Next filing
Dec 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AUGX Common Stock Purchase $3M +750K +4.79% $4.00 16.4M Nov 20, 2023 See Footnote F1, F2
transaction AUGX Common Stock Purchase $3M +750K +8.62% $4.00 9.45M Nov 20, 2023 Direct F1, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AUGX Breakeven Warrant Award +1.09M 1.09M Nov 20, 2023 Common Stock 1.09M $1.75 See Footnote F2, F3, F4
transaction AUGX Breakeven Warrant Award +1.09M 1.09M Nov 20, 2023 Common Stock 1.09M $1.75 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 20, 2023, RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"), purchased 750,000 shares of the Issuer's Common Stock in an underwritten offering by the Issuer (the "Equity Financing").
F2 The securities of the Issuer reported herein are directly owned by certain private investment vehicles managed by Redmile, including RedCo II (each, a "Redmile Fund"), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3 As previously reported by Redmile on April 21, 2023, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") on April 19, 2023 with certain shareholders, including RedCo II, pursuant to which the Issuer issued and sold to RedCo II shares of Common Stock and a pre-funded warrant. Pursuant to the terms of the Purchase Agreement, the Issuer also issued and sold to RedCo II a warrant (the "Breakeven Warrant") to purchase up to 1,093,799 shares of Common Stock, at an exercise price of $1.75 per share, which would only become exercisable on the earliest of (a) the date on which the Issuer closes an equity or debt financing prior to December 31, 2025;
F4 [continued from (3)] (b) December 31, 2025, if the Issuer cannot provide written certification that it has achieved cash flow break even from operations, excluding interest payments, for two out of three consecutive quarters prior to such date; (c) immediately prior to a change of control that occurs prior to December 31, 2025; and (d) the date on which a specified regulatory event occurs; provided, however, that the initial exercise date of the Breakeven Warrant could not be prior to the six-month anniversary of the issuance date in accordance with Nasdaq stockholder approval rules. The Breakeven Warrant became exercisable upon the closing of the Equity Financing. The Breakeven Warrant will expire on the seventh anniversary of the issuance date.
F5 These securities are directly owned by RedCo II.

Remarks:

Mr. Robert Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.