Redmile Group, LLC's Form 4 filing
Augmedix, Inc. (AUGX) · filed Nov 22, 2023
- Accession no.
- 0001104659-23-120752
- Filed
- Nov 22, 2023, 4:15 PM ET
- Trade date
- Nov 20, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 2 derivative transactions. Open-market purchases total $6.00M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Redmile Group, LLCCIK 0001425738 | Director, 10% Owner |
| Green JeremyCIK 0001650527 | Director, 10% Owner |
| RedCo II Master Fund, L.P.CIK 0001921783 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 20, 2023 | Common Stock | PPurchaseAcquired | +750,000 | $4.00 | +$3,000,000 | 16,404,017 | Indirect | |
| Nov 20, 2023 | Common Stock | PPurchaseAcquired | +750,000 | $4.00 | +$3,000,000 | 9,446,146 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F3
As previously reported by Redmile on April 21, 2023, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") on April 19, 2023 with certain shareholders, including RedCo II, pursuant to which the Issuer issued and sold to RedCo II shares of Common Stock and a pre-funded warrant. Pursuant to the terms of the Purchase Agreement, the Issuer also issued and sold to RedCo II a warrant (the "Breakeven Warrant") to purchase up to 1,093,799 shares of Common Stock, at an exercise price of $1.75 per share, which would only become exercisable on the earliest of (a) the date on which the Issuer closes an equity or debt financing prior to December 31, 2025;
Referenced by the price of 2 transactions in Table II.
- F4
[continued from (3)] (b) December 31, 2025, if the Issuer cannot provide written certification that it has achieved cash flow break even from operations, excluding interest payments, for two out of three consecutive quarters prior to such date; (c) immediately prior to a change of control that occurs prior to December 31, 2025; and (d) the date on which a specified regulatory event occurs; provided, however, that the initial exercise date of the Breakeven Warrant could not be prior to the six-month anniversary of the issuance date in accordance with Nasdaq stockholder approval rules. The Breakeven Warrant became exercisable upon the closing of the Equity Financing. The Breakeven Warrant will expire on the seventh anniversary of the issuance date.
Referenced by the price of 2 transactions in Table II.
Remarks
Mr. Robert Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.