Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.22.1
Subsequent Events
3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

12. Subsequent Events

 

Management has evaluated subsequent events occurring after March 31, 2022 through May 14, 2022, the date the unaudited condensed consolidated interim financial statements were available to be issued.

 

Universal Shelf Registration Statement on Form S-3

 

On April 15, 2022, the Company filed a universal shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC, pursuant to which the Company may offer and sell from time to time securities, including common stock, preferred stock, debt securities, and/or warrants, with an aggregate price of up to $125,000,000. The Registration Statement was declared effective by the SEC on May 6, 2022. However, as a result of the limitations of General Instruction I.B.6. of Form S-3, the amount of shares of our common stock available for sale under the Registration Statement is limited to one-third of the aggregate market value of our common equity held by non-affiliates of the Company over any rolling 12-month period.

 

Bangladesh Lease

 

On April 18, 2022, Augmedix Bangladesh Ltd., an indirect wholly-owned subsidiary of the Company (the “Tenant”), entered into a lease agreement (the “Lease”) with Amin Mohammad Foundation Ltd., Amin Mohammad Property Management Services Ltd. and the landlords set forth in the Lease for floors 5-13 within the property located at Green Landmark Tower, 129, Kalabagan, Mirpur Road, Dhaka-1205, Bangladesh (the “Premises”). The Lease term commences on July 1, 2022 and ends on June 30, 2032 (the “Term”). The initial monthly rental rate for floors 10 through 13 is $24,000 and will increase five percent each year during the Term. The initial monthly rental rate for each of floors 9 through 5 is $6,000, which will increase five percent each year following the delivery of possession of such floor during the Term. The Tenant is also required to pay certain monthly service charges for maintenance of the Premises and common areas as set forth in a separate agreement.

 

SVB Loan and Security Agreement

 

On May 4, 2022 (the “Effective Date”), the Company and its subsidiary (individually and collectively, “Borrower”) entered into a loan and security agreement (the “SVB Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“SVB”). The SVB Loan Agreement provides for a revolving credit facility in an aggregate principal amount of the lesser of (i) $5.0 million and (ii) 80% of eligible accounts (the “Revolving Credit Facility”) and two tranches of term loan advances, comprised of a term loan advance under Tranche A in an aggregate principal amount of up to $15.0 million and additional term loan advances under Tranche B in an aggregate principal amount of up to $5.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”). Borrower’s obligations under the SVB Loan Agreement are secured by first-priority liens on substantially all assets of Borrower. The proceeds of the initial draw under the Term Loan Facility, together with a portion of Borrower’s balance sheet cash, have been used to repay all of Borrower’s outstanding obligations under Borrower’s existing credit facility (“Existing Credit Facility”) provided by Eastward Fund Management, LLC.

 

The Revolving Credit Facility’s stated maturity date is May 4, 2024. Interest on the borrowings under the Revolving Credit Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.75% and (b) the Prime Rate plus 0.50%. The Term Loan Facility’s stated maturity date is June 1, 2025, provided that, if Borrower achieves certain performance milestones as set forth in the SVB Loan Agreement, the Term Loan Facility maturity date will automatically be extended to December 1, 2025. Interest on the borrowings under the Term Loan Facility is payable in arrears monthly at a floating rate per annum equal to the greater of (a) 3.25% and (b) the Prime Rate plus 0.00%. The Term Loan Facility is interest only until July 1, 2023 provided that if Borrower achieves certain performance milestones, the amortization date automatically extends to January 1, 2024

 

The SVB Loan Agreement contains customary restrictions and covenants applicable to Borrower and its subsidiaries. In particular, the SVB Loan Agreement contains a financial covenant which provides that if Borrower fails to maintain minimum cash and cash equivalents in an amount of (a) no less than $25,000,000 (prior to any Tranche B advance) and (b) $30,000,000 (following any Tranche B advance), Borrower is then required to maintain certain minimum revenue requirements as set forth in the SVB Loan Agreement, which will be measured on a trailing 3-month basis and tested quarterly. If Borrower has failed to maintain the minimum cash and cash equivalents set forth in the preceding sentence, in lieu of being subject to the minimum revenue requirements, Borrower has the ability to cure such failure to maintain minimum cash and cash equivalents by delivering evidence satisfactory to SVB that Borrower has raised at least $10,000,000 in net cash proceeds from the sale of Borrower’s equity interests.

 

In connection with the SVB Loan Agreement, the Company issued to SVB a warrant to purchase stock, dated as of the Effective Date (the “Warrant”), to purchase up to 48,295 shares of the Company’s common stock, $0.0001 par value per share, exercisable at any time for a period of approximately seven years from the Effective Date, at an exercise price of $2.38 per share, payable in cash or on a cashless basis according to the formula set forth in the Warrant.