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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): January 5, 2024
AUGMEDIX,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40890 |
|
83-3299164 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
111
Sutter Street, Suite 1300, San Francisco, California 94104
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (888) 669-4885
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
|
AUGX |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement
On
January 5, 2024 (the “Effective Date”), Augmedix Operating Corp., a Delaware corporation (f/k/a Augmedix, Inc.,
the “Company”), and subsidiary of Augmedix, Inc., entered into a Sixth Omnibus Amendment (the “Amendment”)
with Dignity Health (“DH”), Dignity Health Medical Foundation (“DHMF”), and Pacific
Central Coast Health Centers (“PHC” and, together with the DH and DHMF, the “Clients”)
to amend the statements of work (the “SOWs”) previously entered into between the Company and each of DH, DHMF
and PHC pursuant to a Services Agreement, dated September 1, 2015, by and between the Company and CommonSpirit Health (f/k/a Catholic
Health Initiative) (“CommonSpirit”), as successor-in-interest to Dignity Health (the “Agreement”). The Amendment
extends the term of the SOWs through March 31, 2024 and memorializes the intent of the Company and CommonSpirit to negotiate in good
faith a new enterprise-wide agreement.
A
copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
AUGMEDIX,
INC. |
|
|
|
Dated:
January 9, 2024 |
By:
|
/s/
Paul Ginocchio |
|
|
Paul
Ginocchio |
|
|
Chief
Financial Officer |
Exhibit 10.1
SIXTH OMNIBUS AMENDMENT
This Sixth Omnibus Amendment
(“Sixth Omnibus Amendment”) is made and entered into as of January 1, 2024 (“Amendment Effective Date”),
by and between, on the one hand, Augmedix Operating Corp. f/k/a Augmedix, Inc. (“Augmedix”) and, on the other hand,
Dignity Health (“DH”), Dignity Health Medical Foundation (“DHMF”), and Pacific Central Coast Health
Centers (“PHC” and, together with the DH and DHMF, the “Client”), and amends:
| (1) | That certain Amended and Restated Statement of Work, dated January 24, 2019, as amended, by and between
DH and Augmedix (the “DH-SOW No. 1”); and |
| (2) | That certain Statement of Work No. 2, dated March 2, 2020, as amended, by and between DH and Augmedix
(the “DH-SOW No. 2”); and |
| (3) | That certain Statement of Work, dated July 3, 2016, as amended, by and between DHMF and Augmedix
(the “DHMF-SOW”); and |
| (4) | That certain Statement of Work, dated January 26, 2016, as amended, by and between PHC and Augmedix
(the “PHC-SOW” and, together with the DH-SOW No. 1, DH-SOW No. 2, and DHMF-SOW, the “Dignity
SOW(s)”). |
WHEREAS, Dignity Health (for
itself and on behalf of its affiliates) and Augmedix entered into that certain Services Agreement, dated September 1, 2015 (the “Agreement”).
WHEREAS, Dignity Health has
affiliated with Catholic Health Initiatives, which has been renamed CommonSpirit Health (f/k/a Catholic Health Initiative), a Colorado
non-profit corporation (“CommonSpirit”), and become the parent company of Dignity Health; and
WHEREAS, CommonSpirit Health,
Dignity Health, and Augmedix agreed to assign the Agreement to CommonSpirit Health, effective October 20, 2022, so that CommonSpirit and
its affiliates may order products, services, and subscriptions from Augmedix through the Agreement.
NOW, THEREFORE, in consideration
of the mutual benefits and promises between the parties, the sufficiency of which each party hereby acknowledges, the Dignity SOWs are
hereby amended as follows:
1. Term.
Notwithstanding anything to the contrary in the Dignity SOWs, this Sixth Omnibus Amendment extends the Term of the Dignity SOWs through
and including March 31, 2024, unless earlier terminated in accordance with the Agreement.
2. CommonSpirit
Enterprise Agreement. Notwithstanding the extension of the Dignity SOWs through and including
March 31, 2024, the parties acknowledge that Augmedix and CommonSpirit intend to discuss and negotiate in good faith the terms and conditions
of an enterprise wide CommonSpirit agreement for the provision of the Services to its member organizations. Upon execution of a definitive
enterprise agreement between Augmedix and CommonSpirit, the Agreement and associated Dignity SOWs shall terminate and the enterprise agreement
between Augmedix and CommonSpirit will govern Augmedix’s provision of the Services to all CommonSpirit member organizations, including
DH, DHMF and PHC.
3. General.
Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Dignity SOWs and the Agreement. This Sixth
Omnibus Amendment is hereby incorporated into the Dignity SOWs by reference. Except as expressly amended herein, all other terms of the
Dignity SOWs are hereby confirmed and remain in full force and effect. To the extent that there is any conflict between the terms of this
Sixth Omnibus Amendment and those of the Agreement or the Dignity SOWs, the terms of this Sixth Omnibus Amendment shall control. This
Sixth Omnibus Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between
the parties and any full and complete copy thereof shall constitute an original. When signed in pen ink, such documents may be delivered
by facsimile transmission or by scanned email attachment, and said copies shall be treated in all respects as original.
Omnibus Amendment | Page1 |
Augmedix – Dignity Health | |
AGREED AND ACCEPTED
DIGNITY HEALTH |
|
AUGMEDIX Operating Corp. F/K/A
Augedix Inc. |
|
|
|
|
|
By |
/s/ Lawrence Blumenthal |
|
By |
/s/ Manny Krakaris |
|
|
|
|
|
Name |
Lawrence Blumenthal |
|
Name |
Manny Krakaris |
|
|
|
|
|
Title |
System VP of Finance |
|
Title |
CEO |
|
|
|
|
|
Date |
January 5, 2024 |
|
Date |
January 5, 2024 |
DIGNITY HEALTH MEDICAL FOUNDATION |
|
|
|
By |
/s/ Lawrence Blumenthal |
|
|
|
Name |
Lawrence Blumenthal |
|
|
|
Title |
System VP of Finance |
|
|
|
Date |
January 5, 2024 |
|
|
|
PACIFIC CENTRAL COAST HEALTH CENTERS |
|
|
|
By |
/s/ Lawrence Blumenthal |
|
|
|
Name |
Lawrence Blumenthal |
|
|
|
Title |
System VP of Finance |
|
|
|
Date |
January 5, 2024 |
|
Omnibus Amendment |
Page 2 |
Augmedix – Dignity Health |
|
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Document Period End Date |
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Entity File Number |
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|
Entity Registrant Name |
AUGMEDIX,
INC.
|
Entity Central Index Key |
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|
Entity Tax Identification Number |
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|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
111
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Entity Address, Address Line Two |
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|
Entity Address, City or Town |
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|
Entity Address, State or Province |
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|
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|
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Security Exchange Name |
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