Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Augmedix, Inc. (“Augmedix” or the “Company”) held on September 27, 2024 at 9:00 a.m., Pacific Time (the “Special Meeting”), the Company’s stockholders considered certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Commure, Inc., a Delaware corporation (“Parent”), and Anderson Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). At the Special Meeting, 41,339,174 shares of the Company’s common stock were present or represented by proxy, representing approximately 83.6% of the voting power of the 49,428,062 shares of the Company’s common stock issued and outstanding on August 26, 2024, the record date for the Special Meeting, which constituted a quorum to conduct business at the Special Meeting under Augmedix’s bylaws.
Pursuant to the Merger Agreement, the closing of the Merger shall take place (a) on the fifth business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions, or (b) at such other time as Parent, Merger Sub and Augmedix mutually agree in writing. The parties expect the Merger to be completed on or around October 2, 2024, subject to the remaining conditions set forth in the Merger Agreement.
The following are the voting results of the proposals considered and voted upon at the Special Meeting, each of which is described in detail in the Company’s definitive proxy statement, dated August 29, 2024, which was first mailed to Augmedix’s stockholders on or about August 29, 2024. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Merger Agreement and approve the Merger (the “Merger Proposal”).
The following votes were cast at the Special Meeting (in person or by proxy) and the Merger Proposal was approved:
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Votes For |
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Votes Against |
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Abstentions |
40,485,799 |
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186,923 |
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666,452 |
Proposal 2: The Adjournment Proposal
To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger at the time of the Special Meeting (the “Adjournment Proposal”).