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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):
October 10, 2023
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 October 10, 2023 (the “Effective
Date”), Augmedix Operating Corp., a Delaware corporation (f/k/a Augmedix, Inc., the “Company”),
and subsidiary of Augmedix, Inc., entered into a Fifth 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 December
31, 2023 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.
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: October 13, 2023 |
By: |
/s/ Paul Ginocchio |
|
|
Paul Ginocchio |
|
|
Chief Financial Officer |
Exhibit 10.1
FIFTH OMNIBUS AMENDMENT
This Fifth Omnibus Amendment (“Fifth
Omnibus Amendment”) is made and entered into as of October 1, 2023 (“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 Fifth Omnibus Amendment extends the Term of
the Dignity SOWs through and including December 31, 2023, unless earlier terminated in accordance with the Agreement.
2.
CommonSpirit Enterprise
Agreement. Notwithstanding the extension of the Dignity SOWs through and including
December 31, 2023, 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 Fifth 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 Fifth Omnibus Amendment and those of the Agreement or the Dignity SOWs, the terms of this Fifth Omnibus
Amendment shall control. This Fifth 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.
AGREED AND ACCEPTED
DIGNITY HEALTH |
|
AUGMEDIX Operating Corp. F/K/A Augedix Inc. |
|
|
|
|
|
|
By |
/s/ Ian Vallely |
|
|
By |
/s/ Manny Krakaris |
|
|
|
|
|
|
Name |
Ian Vallely |
|
|
Name |
Manny Krakaris |
|
|
|
|
|
|
Title |
VP, CIO Physician Enterprise |
|
|
Title |
CEO |
|
|
|
|
|
|
Date |
October 3, 2023 |
|
|
Date |
October 3, 2023 |
DIGNITY HEALTH MEDICAL FOUNDATION |
|
|
|
By |
/s/ Ian Vallely |
|
|
|
|
Name |
Ian Vallely |
|
|
|
|
Title |
VP, CIO Physician Enterprise |
|
|
|
|
Date |
October 3, 2023 |
|
|
|
|
PACIFIC CENTRAL COAST HEALTH CENTERS |
|
|
|
By |
/s/ Ian Vallely |
|
|
|
|
Name |
Ian Vallely |
|
|
|
|
Title |
VP, CIO Physician Enterprise |
|
|
|
|
Date |
October 10, 2023 |
|
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AUGMEDIX, INC.
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Entity Central Index Key |
0001769804
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Entity Tax Identification Number |
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DE
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