Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

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Related Party Transactions
12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Lease Transaction
In 2015, the Bangladesh subsidiary entered into agreements to rent office facilities under 10-year operating lease agreements (Note 7), with a company owned by relatives of the Company’s Director and Chief Strategy Officer. The Company paid $300 thousand to the related party during each of the years ended December 31, 2023 and 2022, which is included as rent expense. At December 31, 2023, the amounts owed to the related party were $8 thousand and included in accounts payable in the accompanying consolidated balance sheet. At December 31, 2022, the amounts owed to the related party were $4 thousand and included in accounts payable in the accompanying consolidated balance sheet.

Transactions with Entities Affiliated with Redmile Group, LLC
Redmile Group, LLC is a healthcare-focused investment firm which is the investment manager/advisor to certain private investment vehicles, including RedCo I, L.P. and Redmile Private Investments II, L.P. (collectively, “Redmile”) which hold more than 5% of Augmedix’s outstanding capital stock. Robert Faulkner, a member of our board of directors since April 2023, currently serves as a Managing Director at Redmile. Described below are all transactions between Augmedix and Redmile completed during the fiscal year ended December 31, 2023. There were no transactions between Augmedix and Redmile for the fiscal year ended December 31, 2022.
On April 19, 2023, Augmedix entered into a Securities Purchase Agreement with RedCo II Master Fund, L.P., an affiliate of Redmile, and certain other purchasers, pursuant to which Augmedix sold to Redmile for consideration of approximately $7 million an aggregate of 1,250,000 shares of the Augmedix’s common stock at a purchase price of $1.60 per share, pre-funded warrants to purchase up to 3,125,195 shares of common stock, at a price per pre-funded warrant equal to the purchase price per share, less $0.0001, and breakeven warrants to purchase up to 1,093,799 shares of common stock, at an exercise price of $1.75 per share, that will become exercisable on the earliest of (1) the date on which Augmedix closes an equity or debt financing prior to December 31, 2025, (2) December 31, 2025, if Augmedix cannot provide written certification that it has achieved cash flow break even from operations, excluding interest payments, for two out of three consecutive quarters between April 19, 2023 and December 31, 2025, on such date, (3) immediately prior to a change of control that occurs prior to December 31, 2025, and (4) the date on which a specified Regulatory Event (as defined in the break-even warrants) occurs; provided, however, that the breakeven warrants shall terminate on December 31, 2025 if none of the foregoing events have occurred on or prior to December 31, 2025.
On May 19, 2023, Augmedix filed a registration statement on Form S-3 (File No. 333-272081), which was declared effective by the SEC on May 26, 2023, which registered for resale 9,375,342 shares of Augmedix’s common stock covering 5,468,884 shares and warrants owned by Redmile.
On June 13, 2023, Augmedix entered into a Securities Purchase Agreement (the “Purchase Agreement”) with RedCo II Master Fund, L.P., an affiliate of Redmile, pursuant to which Augmedix has the right, but not the obligation, to sell to Redmile, and Redmile is obligated to purchase, up to an aggregate of $5.0 million (the “Equity Line of Credit”) of: (i) newly issued shares (the “Shares”) of Common Stock, at a purchase price of $1.60 per share (the “Purchase Price per Share”) and (ii) non-voting pre-funded warrants (the “ELOC Warrants,” and together with the Shares, the “ELOC Securities”) exercisable for the Company’s common stock (the “ELOC Warrant Shares”) at a price per ELOC Warrant equal to the Purchase Price per Share, less $0.0001, from time to time during the term of the agreement, subject to certain limitations and conditions. The ELOC Warrants, if issued, would have an exercise price of $0.0001 per ELOC Warrant Share, become exercisable upon issuance and remain exercisable until exercised in full. The Equity Line of Credit was subsequently approved by Augmedix’s stockholders on July 13, 2023.
On November 20, 2023, in an underwritten public offering (the “Offering”) Augmedix sold an aggregate of 6,250,000 shares of its common stock at a public offering price of $4.00 per share and granted to the underwriters an option to purchase up to an additional 937,500 shares of common stock at the public offering price less the underwriting discounts and commissions, which option was exercised in full prior to the closing of the Offering. RedCo II Master Fund, L.P., an affiliate of Redmile, purchased 750,000 shares of common stock in the Offering at the public offering price.