UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Augmedix, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

05105P107

(CUSIP Number)

Lori A. Schechter

Executive Vice President, Chief Legal Officer and General Counsel

McKesson Corporation

6555 State Hwy 161

Irving, TX 75039

(972) 446-4800

With a copy to:

G. Scott Lesmes, Esq.

Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, D.C. 20037

(202) 887-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 05105P107

 

  1.    

  Names of Reporting Persons.

 

  McKesson Ventures LLC

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

 

     7.    

  Sole Voting Power

 

     8.  

  Shared Voting Power

 

  4,351,499(1)

     9.  

  Sole Dispositive Power

 

   10.  

  Shared Dispositive Power

 

  4,351,499(1)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  4,351,499(1)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  11.5%(2)

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

Includes 4,047,606 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer owned directly and 303,893 shares of Common Stock underlying the Warrant (as defined in Item 6 of the Schedule 13D) that is currently exercisable.

(2)

This calculation is based on 37,421,208 shares of Common Stock outstanding as of August 5, 2022, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 12, 2022, plus the 303,893 shares of Common Stock underlying the Warrant.

 

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CUSIP NO. 05105P107

 

  1.    

  Names of Reporting Persons.

 

  McKesson Corporation

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  WC

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

 

     7.    

  Sole Voting Power

 

     8.  

  Shared Voting Power

 

  4,351,499(1)

     9.  

  Sole Dispositive Power

 

   10.  

  Shared Dispositive Power

 

  4,351,499(1)

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  4,351,499(1)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  11.5%(2)

14.  

  Type of Reporting Person (See Instructions)

 

  CO,HC

 

(1)

Includes 4,047,606 shares of Common Stock of the Issuer owned directly and 303,893 shares of Common Stock underlying the Warrant (as defined in Item 6 of the Schedule 13D) that is currently exercisable.

(2)

This calculation is based on 37,421,208 shares of Common Stock outstanding as of August 5, 2022, as reported by the Issuer in its Form 10-Q filed with the SEC on August 12, 2022, plus the 303,893 shares of Common Stock underlying the Warrant.

 

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EXPLANATORY NOTE

This Amendment No. 1 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the SEC on October 15, 2020 is being filed on behalf of McKesson Corporation, a Delaware corporation (“McKesson”), and its wholly owned subsidiary McKesson Ventures LLC, a Delaware limited liability company (“McKesson Ventures”, and together with McKesson, the “Reporting Persons”), with respect to the shares of Common Stock (the “Shares”), of Augmedix, Inc., a Delaware corporation (the “Issuer”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:

Item 2 of the Schedule 13D is hereby amended such that all references to Schedule I contained within Item 2 shall refer to the Schedule I included with this Schedule 13D Amendment.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

The Reporting Persons have determined to sell some or all of their holdings of Shares of the Issuer in the open market, in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The number of Shares the Reporting Persons ultimately sell and the timing thereof will depend on many factors, including the trading market for the Shares at prices that would make the sale of Shares desirable, the availability of vehicles other than open market sales through which Shares can be sold, general market and economic conditions, and other factors the Reporting Persons deem relevant.

Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Schedule I attached to the Schedule 13D, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and replaced with the following:

(a)-(b) The responses of each Reporting Person to rows 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment are hereby incorporated by reference into this Item 5.

McKesson Ventures is an indirect, wholly owned subsidiary of McKesson. As a result, McKesson may be deemed to beneficially own the Shares beneficially owned by McKesson Ventures.

Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Stock which it may be deemed to beneficially own.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

 

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 15, 2022

 

MCKESSON VENTURES LLC
By:   /s/ David Schulte
  Name: David Schulte
  Title: Senior President and Managing Director

 

MCKESSON CORPORATION
By:   /s/ Saralisa C. Brau
  Name: Saralisa C. Brau
  Title: Corporate Secretary & Assistant General Counsel

 

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Schedule I

DIRECTORS AND EXECUTIVE OFFICERS OF

MCKESSON VENTURES LLC AND MCKESSON CORPORATION

DIRECTORS AND EXECUTIVE OFFICERS OF MCKESSON CORPORATION

The name, function, and present principal occupation or employment of each of the directors and executive officers of McKesson Corporation are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with McKesson Corporation, (ii) the business address of each director and executive officer of McKesson Corporation is 6555 State Hwy 161, Irving, TX 75039, and (iii) each such individual identified below is a citizen of the United States.

 

Name

  

Relationship to

McKesson Corporation

  

Present Principal Occupation

Brian S. Tyler    Chief Executive Officer and Director, McKesson Corporation    Chief Executive Officer, McKesson Corporation
Tracy L. Faber    Executive Vice President & Chief Human Resources Officer, McKesson Corporation    Executive Vice President & Chief Human Resources Officer, McKesson Corporation
Nancy Flores    Executive Vice President, Chief Information Officer and Chief Technology Officer, McKesson Corporation    Executive Vice President, Chief Information Officer and Chief Technology Officer, McKesson Corporation
Thomas L. Rodgers    Executive Vice President & Chief Strategy and Business Development Officer, McKesson Corporation    Executive Vice President & Chief Strategy and Business Development Officer McKesson Corporation
Lori A. Schechter    Executive Vice President, Chief Legal Officer & General Counsel    Executive Vice President, Chief Legal Officer & General Counsel
Britt Vitalone    Executive Vice President and Chief Financial Officer, McKesson Corporation    Executive Vice President and Chief Financial Officer, McKesson Corporation
Richard H. Carmona, M.D.    Director    Chief of Health Innovations of Canyon Ranch Inc.
Dominic J. Caruso    Director    Executive Vice President and Chief Financial Officer of Johnson & Johnson, Retired
W. Roy Dunbar    Director    Chief Executive Officer and Chairman of Network Solutions, Retired
James H. Hinton    Director    Operating Partner, Welsh Carson Anderson & Stowe
Bradley E. Lerman    Director    Senior Vice President, General Counsel and Corporate Secretary of Medtronic
Linda Mantia    Director    Senior Executive Vice President and Chief Operating Officer, Manulife Financial Corporation, Retired
Maria Martinez    Director    Executive Vice President and Chief Customer Experience Officer, Cisco Systems, Inc.
Susan R. Salka    Director    Chief Executive Officer and President of AMN Healthcare Services, Inc.
Kathleen Wilson-Thompson    Director    Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc., Retired

 

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DIRECTORS AND EXECUTIVE OFFICERS OF MCKESSON VENTURES LLC

The name, function, and present principal occupation or employment of each of the directors and executive officers of McKesson Ventures LLC are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with McKesson Ventures LLC, (ii) the business address of each director and executive officer of McKesson Ventures LLC is One Post Street, San Francisco, CA 94104, and (iii) each such individual identified below is a citizen of the United States.

 

Name

  

Relationship to

McKesson Ventures LLC

  

Present Principal Occupation

David Schulte    Senior Vice President and Managing Director    Senior President and Managing Director
Jennifer Carter    Vice President    Vice President
Michelle Snyder    Vice President    Vice President
Carrie Hurwitz Williams    Vice President    Vice President
Dana B. Allen    Assistant Secretary    Assistant Secretary
Kimberly M. Birt    Assistant Secretary    Assistant Secretary
Frank Cuevas    Assistant Secretary    Assistant Secretary
Diana Dorris    Assistant Secretary    Assistant Secretary
Theodore (Ted) Blake Grove    Assistant Secretary    Assistant Secretary
Thuy-An Nguyen    Assistant Secretary    Assistant Secretary
Paul A. Smith    Assistant Secretary    Assistant Secretary

 

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