| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AUGX | Common Stock | Disposed to Issuer | -$38.6M | -16.4M | -100% | $2.35 | 0 | Oct 2, 2024 | See Footnote | F1, F2, F3 |
| transaction | AUGX | Common Stock | Disposed to Issuer | -$22.2M | -9.45M | -100% | $2.35 | 0 | Oct 2, 2024 | Direct | F1, F2, F4 |
| transaction | AUGX | Common Stock | Disposed to Issuer | -$14.6M | -6.22M | -100% | $2.35 | 0 | Oct 2, 2024 | Direct | F1, F2, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AUGX | Pre-Funded Warrants to Purchase Common Stock | Disposed to Issuer | -3.13M | -100% | 0 | Oct 2, 2024 | Common Stock | 3.13M | $0.00 | See Footnote | F1, F2, F3, F6 | ||
| transaction | AUGX | Pre-Funded Warrants to Purchase Common Stock | Disposed to Issuer | -3.13M | -100% | 0 | Oct 2, 2024 | Common Stock | 3.13M | $0.00 | Direct | F1, F2, F4, F6 | ||
| transaction | AUGX | Breakeven Warrants | Disposed to Issuer | -1.09M | -100% | 0 | Oct 2, 2024 | Common Stock | 1.09M | $1.75 | See Footnote | F1, F2, F3, F7 | ||
| transaction | AUGX | Breakeven Warrants | Disposed to Issuer | -1.09M | -100% | 0 | Oct 2, 2024 | Common Stock | 1.09M | $1.75 | Direct | F1, F2, F4, F7 |
Redmile Group, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 2, 2024, the Issuer completed its previously announced merger transaction with Commure, Inc. ("Parent") and Anderson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). On the effective date and time of the Merger, all of the outstanding shares of the Issuer's Common Stock, the outstanding restricted stock units that were vested at the effective time of the Merger, the outstanding and unexercised warrants to purchase shares of the Issuer's Common Stock that provided for their deemed exercise as a result of the Merger, and the outstanding and unexercised options to purchase the Issuer's Common Stock or stock appreciation rights that were vested at the effective time of the Merger, |
| F2 | (cont'd) in each case immediately prior to the effective time of the Merger, including the Common Stock and warrants owned by the Redmile Funds (as defined below) and the Common Stock owned by Redmile Group, LLC ("Redmile"), were cancelled and converted into the right to receive cash based on a purchase price of $2.35 per share in accordance with the Merger Agreement. |
| F3 | The securities of the Issuer reported herein are directly owned by certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), including RedCo II Master Fund, L.P. and Redmile Private Investments II, L.P. (the "Reporting Funds"), 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 the Reporting Funds, Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such Reporting Person is 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. |
| F4 | The shares of Common Stock, Pre-Funded Warrants and Breakeven Warrants of the Issuer reported herein are owned directly by RedCo II Master Fund, L.P. |
| F5 | The shares of Common Stock of the Issuer reported herein are owned directly by Redmile Private Investments II, L.P. |
| F6 | The Pre-Funded Warrants are exercisable by the holder at any time until fully exercised at an exercise price of $0.0001 per share of the Issuer's common stock (the "Pre-Funded Warrant Share"), subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and to the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date. |
| F7 | The Breakeven Warrants became exercisable upon the closing of the closing of the underwritten public offering on November 20, 2023. The Breakeven Warrants will expire on the seventh anniversary of the issuance date. |
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. As of the Merger Date, Mr. Faulkner resigned from the Issuer's Board of Directors in connection with the Merger.