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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

On December 11, 2020, Augmedix, Inc. (the “Company”) filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-1 (File No. 333- 251310) (the “Registration Statement”). The Registration Statement, as amended, was initially declared effective by the SEC on February 4, 2021. This Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (“Amendment No. 1”) is being filed by the Company to (i) convert the Registration Statement into a Registration Statement on Form S-3, which the Company is eligible to use and (ii) to include updated information regarding the selling securityholders named in the prospectus. No additional securities are being registered under this Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling securityholders may offer and sell up to 29,145,527 shares in the aggregate of our common stock, par value $0.0001 per share. This prospectus provides you with a general description of the securities. We will not receive any proceeds from the sale of our common stock by the selling securityholders.

Each time any of the selling securityholders offer and sell securities, such selling securityholders may provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus, any accompanying prospectus supplement, and any related free writing prospectus, together with the documents we incorporate by reference, before you invest in any of the securities being offered.

The selling securityholders, together or separately, may offer and sell the securities described in this prospectus and any prospectus supplement from time to time, together or separately, to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities.

We will pay all expenses incident to the registration of the potential resale of the 29,145,527 shares of our common stock offered herein. The selling securityholders will bear all underwriting discounts, selling commissions or transfer taxes, if any, attributable to their sales of shares of our common stock.

Investing in THESE securities involves certain risks. See the “Risk Factors” section of this prospectus beginning on page 2 of this prospectus and any similar section contained in the applicable prospectus supplement, in our most recent annual report on form 10-k, in our subsequent quarterly reports on form 10-q and in the documents incorporated by reference herein and therein concerning factors you should consider before investing in these securities.

Our common stock is listed on the Nasdaq Capital Market under the symbol “AUGX.” On July 19, 2022, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.56 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a registration statement that we filed with the SEC, utilizing a shelf registration process. By using a shelf registration statement, the selling securityholders may, from time to time, offer and sell up to 29,145,527 shares of common stock from time to time in one or more offerings as described in this prospectus.

This prospectus provides you with a general description of the securities. This prospectus provides you with a general description of the securities we may offer. Each time the selling securityholders offer and sell shares of our common stock, we or the selling securityholders will provide a prospectus and any prospectus supplement containing specific information about the terms of the applicable offering, as required by applicable law. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectuses may also add, update or change information in this prospectus or in documents incorporated by reference in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectuses, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”

You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. Neither we, nor the selling securityholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The selling securityholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of shares. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus may involve estimates and assumptions, and these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

We may only sell securities pursuant to this prospectus if this prospectus is accompanied by a prospectus supplement.

When we refer to “Augmedix,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Augmedix, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities.

“Augmedix,” the Augmedix logo and other trademarks, trade names or service marks of Augmedix, Inc. appearing in this prospectus are the property of Augmedix, Inc. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

This prospectus and the documents incorporated by reference herein “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management’s belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and documents we have filed with the SEC thereafter. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date on which the statement is made or to conform these statements to actual results or revised expectations, except as required by law.

You should carefully read this prospectus, any applicable accompanying prospectus supplement and any related free writing prospectus, together with the information incorporated herein or therein by reference, and with the understanding that our actual future results, performance, and events and circumstances may materially differ from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

THE COMPANY

Our mission is to re-humanize healthcare by enabling doctors to practice medicine that is centered on patients. Our solution helps relieve the burden of medical note documentation so that doctors can focus on what they do best — patient care.

The medical note documentation burden in the United States is significant and is a major contributor to physician burnout. According to a 2019 study in the Annals of Internal Medicine, physician burnout costs the U.S. healthcare industry $4.6 billion per year due to lost productivity and higher turnover, with the cost of replacing a single physician estimated to be between $100,000 and $1 million. It also is adversely impacting industry productivity because the considerable amount of time spent on documentation could be better utilized by seeing more patients.

Physicians and health systems in the United States often turn to third-party service providers and “Health IT” solutions to alleviate these swelling documentation burdens. Available solutions range in scope from in-person human scribing services, physically present at the point of care, to Health IT solutions such as single-party dictation and ambient documentation solutions. We are a provider of ambient documentation solutions that convert the natural conversation between physicians and patients into timely and comprehensive medical notes.

Augmedix, Inc. was incorporated in 2013 and launched its commercial synchronous, remote documentation services in 2014. Clinicians access our applications through mobile devices such as smartphones or Google Glass. Once accessed, the client application provides clinicians with a secure communication channel and the visit is live-streamed to the Ambient Automation Platform (“AAP”). The AAP houses our note creation software and is overseen by our Medical Documentation Specialists (“MDSs”). Proprietary Natural Language Processing (“NLP”) technology, with assistance from the MDS, identifies, classifies and extracts the relevant medical elements from the natural clinician patient interaction. These elements are used by our proprietary note creation tool “Notebuilder” to automatically generate the medical note, which, when completed, is uploaded into the patient’s chart contained within the electronic health record (“EHR”) system. The EHR system (e.g. Epic) is third-party software licensed by the healthcare clinic or system to manage patient charts.

Patient care in the United States is principally provided in ambulatory or clinical environments and hospitals. We focus most of our efforts in the ambulatory/clinical segment of the patient care market. Roughly 75% of the physicians who subscribe to our service are employed directly by, or are affiliated with, a healthcare enterprise. The remaining 25% consists of small practices and individual practitioners.

We have generated in excess of five million medical notes since we began offering our service and are currently delivering over 40,000 notes to our customers each week. We estimate that our solution saves doctors two to three hours each day, which is time that they can redeploy to see more patients or improve their work-life balance. We believe the principal benefits to healthcare enterprises from our services are increased productivity and higher clinician and patient satisfaction.

The COVID-19 pandemic and resulting safety protocols have prompted an accelerated shift towards delivering health services remotely via telemedicine. Our technology platform was designed to enable synchronous, two-way communication between remotely located participants. We believe telemedicine will remain an important part of health services delivery even after the end of the COVID-19 pandemic. The pandemic also served as a catalyst for the industry’s adoption of virtual solutions such as ours.

The COVID-19 pandemic has required modifications to how we deliver our service. While our general business model is to house MDSs within centralized operating centers, local shelter-in-place orders and safety restrictions have required us to shift to work-from-home for most employees and contracted employees. We will continue our work from home model until and to the extent that local conditions allow for more employees to safely work from our operations centers. Further, we instituted additional system controls to ensure compliance with our privacy practices.

Our technology vision is to automate as much of the medical note creation process as possible by combining artificial intelligence technologies, such as automated speech recognition and natural language processing, with structured data models. While the unstructured nature of a conversation between physician and patient creates challenges to fully automating the process, we believe that increasing levels of automation generate significant benefits including improved operating efficiencies, higher-quality medical notes, and a more uniform level of note quality.

Our automation approach is based upon our belief that some level of human interaction is currently a necessary part of a high quality note creation process. We train our MDSs to be experts at using our technology tools to consistently and efficiently deliver high quality comprehensive medical notes.

We were incorporated in the State of Delaware as Malo Holdings Corporation on December 27, 2018. On October 5, 2020, August Acquisition Corp. merged (the “Merger”) with and into Augmedix. Following the Merger, Augmedix was the surviving entity and became our wholly-owned subsidiary, and all of the outstanding shares of common and preferred stock of Augmedix were converted into shares of our common stock. The business of Augmedix became our business as a result of the Merger. Following the consummation of the Merger, Augmedix changed its name to “Augmedix Operating Corporation.” Immediately after completion of the Merger, we changed our name to “Augmedix, Inc.”

Our principal executive offices are located at 111 Sutter Street, Suite 1300, San Francisco, CA 94104. Our telephone number is (888) 669-4885. Our website address is www.augmedix.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this prospectus or the registration statement of which it forms a part. We have included our website in this prospectus solely as an inactive textual reference.

An investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those included in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before making a decision about investing in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment. Although we have tried to discuss key factors, please be aware that the risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our business or our financial performance. Please also refer to the section entitled “Forward-Looking Statements” in this prospectus. If any selling securityholders offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to these securities in the prospectus supplement or any related free writing prospectus.

The proceeds from the sale or other disposition of shares of our common stock covered by this prospectus are solely for the account of the selling securityholders. Accordingly, we will not receive any proceeds from the sale or other disposition of such shares of our common stock, and the net proceeds received from the sale or other disposition of such shares of our common stock by the selling securityholders, if any, is unknown. We will, however, bear the costs incurred in connection with the registration of these shares of our common stock.

The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. The following summary describes our capital stock and the material provisions of our restated certificate of incorporation (the “Restated Charter”) and our restated bylaws (the “Restated Bylaws”) and of the Delaware General Corporation Law (the “DGCL”). Because it is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to the Restated Charter and the Restated Bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share. Except as otherwise provided in the certificate of designation of any series of preferred stock we may issue, the number of authorized shares of common stock or preferred stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of our capital stock.

As of May 17, 2022, we had 37,408,748 shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. Unless stated otherwise, the following discussion summarizes the term and provisions of our Restated Charter and our Restated Bylaws.

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. We have never declared or paid cash dividends on our common stock and we do not intend to pay any cash dividends on our common stock for the foreseeable future.

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our Restated Charter, which means that holders of a majority of the shares of our common stock will be able to elect all of our directors. Our Restated Charter established a classified board of directors, divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of their qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors is also able to increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding and not above the number of shares of that series authorized, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

As of May 17, 2022, we had outstanding stock options to purchase an aggregate of 4,094,019 shares of our common stock, with a weighted-average exercise price of $1.22 per share under our 2020 Equity Incentive Plan (the “2020 Plan”).

As of May 17, 2022, we had outstanding stock appreciation rights to purchase an aggregate of 243,028 shares of our common stock, with a weighted-average exercise price of $1.55 per share under the 2020 Plan.

As of May 17, 2022, we had outstanding warrants to purchase an aggregate of 2,800,326 shares of our common stock, with a weighted-average exercise price of $2.90 per share.

As of the date hereof, other than the securities described above, we do not have any outstanding convertible securities.

The provisions of the DGCL, our Restated Charter and our Restated Bylaws could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Our Restated Charter and our Restated Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team or changes in our board of directors or our governance or policy, including the following:

The transfer agent and registrar for our common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, NY 11598, and its telephone number is (212) 828-8436.

Our common stock is listed on the Nasdaq Capital Market under the symbol “AUGX.”

For a discussion of liability and indemnification, see the section titled “Indemnification of Directors and Officers.”

This prospectus covers the resale by the selling securityholders identified in the table below of up to 29,145,527 shares of common stock. The selling securityholders acquired our securities in connection with the Merger and a private placement in connection with the Merger, or were pre-Merger securityholders of our predecessor, Malo Holdings Corporation. We are registering shares of our common stock held by the selling security holders pursuant to the terms of a registration rights agreement, dated as of October 5, 2020, as amended (the “Registration Rights Agreement”), which we entered into with the selling securityholders in connection with the Merger.

The selling securityholders may from time to time offer and sell, pursuant to this prospectus and any accompanying prospectus supplement, post-effective amendment or filing we make with the SEC under the Exchange Act that is incorporated by reference in this prospectus, the shares of our common stock set forth opposite their names in the table below under the heading “Number of Shares Being Offered.” The table and the accompanying footnotes set forth the name of each selling securityholder and the number of shares of our common stock beneficially owned by the selling securityholder prior to and after this offering and assume that the selling securityholders will sell all of the shares listed. The following table and the accompanying footnotes are based in part on information supplied to us by the selling securityholders. However, the selling securityholders may have sold, transferred or otherwise disposed of some or all of their shares since providing such information to us. Additionally, because the selling securityholders may sell all or some of their shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the selling securityholders or that will be held by the selling securityholders after completion of any sales. We do not know how long the selling securityholders will hold the shares before selling them. Any changed information given to us by the selling securityholders will be set forth in prospectus supplements, post-effective amendments or in filings we make with the SEC under the Exchange Act, which are incorporated by reference in this prospectus if and when necessary.

The number of shares beneficially owned by each selling securityholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Percentage ownership is based on 37,408,748 shares of our common stock outstanding as of May 17, 2022. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of May 17, 2022 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Additional selling securityholders not named in this prospectus will not be able to use this prospectus for resales until they are named in the selling securityholders table by prospectus supplement, post-effective amendment or in a filing we make with the SEC under the Exchange Act, which is incorporated by reference in this prospectus. Transferees, successors and donees of the identified selling securityholders will not be able to use this prospectus for resales until they are named in the selling securityholders table by prospectus supplement, post-effective amendment or in a filing we make with the SEC under the Exchange Act, which is incorporated by reference in this prospectus. If required, we will add transferees, successors and donees by prospectus supplement, post-effective amendment or in a filing we make with the SEC under the Exchange Act, which is incorporated by reference in this prospectus in instances where the transferee, successor or donee has acquired its shares from the holder named in this prospectus after the effective date of this prospectus.

The registration of the common stock of the selling securityholders through this prospectus constitutes a secondary offering and is not an offering by or on behalf of the Company. We will not receive any proceeds from the resale of the common stock by the selling securityholders.

Except as disclosed in the footnotes below, none of the selling securityholders has been an officer or director of ours or any of our predecessors or affiliates within the past three years. Except as disclosed in the footnotes below, no selling securityholder had a material relationship with the company or any of its affiliates within the last three years.

The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the persons named below.

The selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling securityholders as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling securityholders may use any one or more of the following methods when disposing of shares or interests therein:

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling securityholders and any underwriters, broker-dealers or agents that are involved in selling the common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling securityholders in the Offering has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. If a selling securityholders is deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to this registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling securityholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling securityholders to keep this registration statement of which this prospectus constitutes a part effective for three years from the date it is declared effective by the SEC or until the date on which all of the shares required to be registered by us have been transferred other than to certain enumerated permitted assignees under the Registration Rights Agreement.

The validity of the securities offered in this prospectus is being passed upon for us by Morrison & Foerster LLP, San Francisco, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

The consolidated financial statements of Augmedix, Inc. and Subsidiaries appearing in Augmedix, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 have been audited by Frank, Rimerman + Co. LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

We are subject to the informational requirements of the Exchange Act and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC, including Augmedix. The address of that website is http://www.sec.gov.

Our website address is www.augmedix.com. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at https://ir.augmedix.com/ as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website as part of this prospectus.

We have filed with the SEC a “shelf” registration statement on Form S-3, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act with respect to the securities that may be offered by this prospectus. This prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to our company and the securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. You should refer to the actual documents for a more complete description of the relevant matters. You may access a copy of the registration statement through the SEC’s website as provided above.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing, telephoning or emailing us at the following address:

Exhibits to the filings will not be sent, unless those exhibits have been specifically incorporated by reference in this prospectus or any accompanying prospectus supplement.

The following table sets forth the estimated costs and expenses, other than underwriting discounts and commissions, payable by the registrant in connection with the offering of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.

Section 145 of the DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the Securities Act).

As permitted by the DGCL, the Registrant’s Restated Charter contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

The Company has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Company’s Restated Charter and Restated Bylaws, and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Company for which indemnification is sought. The indemnification provisions in the Company’s Restated Charter, Restated Bylaws, and the indemnification agreements entered into between the Company and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Company’s directors and executive officers for liabilities arising under the Securities Act.

The Company currently carries liability insurance for its directors and officers.

Certain of the Company’s directors are also indemnified by their employers with regard to service on the Company’s board of directors.

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 22nd day of July, 2022.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Shares of Common Stock Beneficially Owned Prior to this Offering					Shares of Common		Shares of Common Stock Beneficially Owned After this Offering
Name of Selling Securityholder	Number of Shares		Percentage of Outstanding Common Stock(1)			Stock Offered Pursuant to this Resale Offering		Number of Shares(2)		Percentage of Outstanding Common Stock(1)
A-Fund, L.P. (3)		20,007		*			20,007		-		-
Alfred Chow		29		*			29		-		-
Al Pezone		9,478		*			9,478		-		-
Andrew Li		865		*			865		-		-
Avenus Systems Limited		138,204		*			138,204		-		-
Barret DiPaolo		4,167		*			4,167		-		-
Barry Shemaria		17,000		*			17,000		-		-
Bernard Lee		11,301		*			11,301		-		-
Brian Eliot Peierls		50,000		*			50,000		-		-
B. Riley Financial, Inc.		41,333		*			41,333		-		-
Catholic Health Intiatives		4,709		*			4,709		-		-
Christopher Li		337		*			337		-		-
Chung-Hay Luk		203		*			203		-		-
Clay Lebhar		8,333		*			8,333		-		-
Clyde Smith McGregor & LeAnn Pedersen Pope Revocable Trust		250,000		*			250,000		-		-
David Landskowsky		61,818		*			61,818		-		-
David Allinson		420		*			420		-		-
DeLoach LS Investments LLC		16,666		*			16,666		-		-
Derek Rossler		1,542		*			1,542		-		-
Dignity Health		18,006		*			18,006		-		-
DCM VI, L.P. (4)		4,438,408		11.8	%		4,000,908		437,500		1.2	%
E. Jeffrey Peierls		60,000		*			60,000		-		-
Emergence Capital Partners III, L.P		99,168		*			99,168		-		-
Eric Rubenstein		61,818		*			61,818		-		-
F&W Investments LP – Series 2013		10,845		*			10,845		-		-
F&W Investments LP – Series 2015		5,259		*			5,259		-		-
F&W Investments LP – Series 2018		8,052		*			8,052		-		-
F&W Investments LP - Series 2019		6,903		*			6,903		-		-
Gaingels Augmedix 2020 LLC		297,756		*			297,756		-		-
Gerald Gordinier		313		*			313		-		-
Great American Insurance Company		500,000		1.3	%		500,000		-		-
Great American Life Insurance Company		500,000		1.3	%		500,000		-		-
Great Oaks Venture Capital ACK LLC		71,256		*			71,256		-		-
Great Oaks Venture Capital LLC		17,294		*			17,294		-		-
Great Oaks Venture Fund LP		46,310		*			46,310		-		-
Hoppa Capital Ventures, LLC		1,179		*			1,179		-		-
Hudson Capital, LLC		925		*			925		-		-
Ian Shakil (5)		920,557		2.4	%		216,660		703,897		1.8	%
Ian Jacobs (6)		160,000		*			160,000		-		-

Jason Ruben	697	*		697	-	-
Jason Wong	6,542	*		6,542	-	-
John Henderson [Alison G. Henderson and John H. Henderson JT TEN]	8,333	*		8,333	-	-
John V. Wagner, Jr.	8,333	*		8,333	-	-
Jonathan Berk	7,139	*		7,139	-	-
Jonathan B. Berk Trust U/W Renate Berk	2,040	*		2,040	-	-
Kazi Shakil	43,996	*		43,996	-	-
Krista Shaw Wiese	58	*		58	-	-
LifeSci Venture Partners II, LP	666,667	1.8	%	666,667	-	-
Liberated, LLC	1,832	*		1,832	-	-
Lifeforce Ventures Augmedix, LLC	1,435	*		1,435	-	-
Lifeforce Ventures, LLC	1,192	*		1,192	-	-
Lyle Dennis	2,974	*		2,974	-	-
Maelle Olivola	273	*		273	-	-
Mariza Halim	579	*		579	-	-
Mark Tompkins (7)	1,935,120	5.2	%	1,935,120	-	-
Matthew Headington	33,333	*		33,333	-	-
McKesson Ventures, LLC (8)	4,326,499	11.5	%	4,238,999	87,500	*
Michael Esquivel	2,611	*		2,611	-	-
Mirza Gohlam Erfan	68,020	*		68,020	-	-
Nothlea Partners LLLP	8,333	*		8,333	-	-
OrbiMed Private Investments VI, LP	88,363	*		88,363	-	-
RAF, L.P. (9)	2,332,133	6.1	%	2,332,133	-	-
RedCo I, L.P. (9)	5,000,000	13.4	%	5,000,000	-	-
Redmile Capital Fund, LP (9)	521,140	1.4	%	521,140	-	-
Redmile Capital Offshore II Master Fund, Ltd. (9)	687,397	1.8	%	687,397	-	-
Redmile Capital Offshore Master Fund, Ltd. (9)	161,889	*		161,889	-	-
Redmile Private Investments II, L.P. (9)	7,135,652	18.6	%	5,510,652	1,625,000	4.2	%
Redmile Strategic Master Fund, LP (9)	32,914	*		32,914	-	-
Reesha Singh	3,350	*		3,350	-	-
Rose Dao	5,948	*		5,948	-	-
Sami Inkinen	1,026	*		1,026	-	-
Scott Banister	519	*		519	-	-
Sichenzia Ross Ference LLP	12,500	*		12,500	-	-
Sriram Vaidyanathan	57,096	*		57,096	-	-
Stanford-StartX Fund, LLC	42,926	*		42,926	-	-
Stifel, Nicolaus & Company, Incorporated	41,333	*		41,333	-	-
Suresh Patel	9,000	*		9,000	-	-
The Peierls Bypass Trust	8,700	*		8,700	-	-
The Peirls Foundation Inc.	342,966	*		342,966	-	-
Todd Harrigan	2,299	*		2,299	-	-
TriHealth, Inc.	4,709	*		4,709	-	-
UD E.F. Peierls for Brian E. Peierls	19,000	*		19,000	-	-
UD E.F. Peierls for E. Jeffrey Peierls	19,000	*		19,000	-	-
UD E.S. Peierls for E.F. Peierls et al	13,000	*		13,000	-	-
UD Ethel F. Peierls Charitable Lead Trust	33,000	*		33,000	-	-
UD J.N. Peierls for Brian Eliot Peierls	24,000	*		24,000	-	-
UD J.N. Peierls for E. Jeffrey Peierls	24,000	*		24,000	-	-
UW E.S. Peierls for Brian E. Peierls	17,000	*		17,000	-	-
UW E.S. Peierls for E. Jeffrey Peierls	12,000	*		12,000	-	-
UW J.N. Peierls for Brian E. Peierls	22,000	*		22,000	-	-
UW J.N. Peierls for E. Jeffrey Peierls	22,000	*		22,000	-	-
Ujamaa Ventures LLC	51,674	*		51,674	-	-
Wanxiang America Corp.	231,090	*		231,090	-	-
William J Febbo (10)	100,853	*		33,333	67,520	*

SEC registration fee	$	9,540.00	⁽¹⁾
Accounting fees and expenses		5,000.00
Printing expenses		5,000.00
Legal fees and expenses		15,000.00
Total	$	34,540.00

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of Augmedix, Inc., as filed with the Delaware Secretary of State on October 5, 2020 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 9, 2020).
3.2		Restated Bylaws of Augmedix, Inc., dated October 5, 2020 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on October 9, 2020).
5.1**		Legal Opinion of Morrison & Foerster LLP.
10.1		Registration Rights Agreement, dated October 5, 2020, by and between Augmedix, Inc. and the parties thereto (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on October 9, 2020).
23.1**		Consent of Frank, Rimerman & Co LLP, independent registered public accounting firm.
23.2**		Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page of the initial registration statement).
107**		Filing Fee Table.

	AUGMEDIX, INC.

	By:	/s/ Emmanuel Krakaris
		Emmanuel Krakaris
		President, Chief Executive Officer, Secretary and Director

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Page
About this Prospectus	ii
Cautionary Note Regarding Forward-Looking Statements	iii
The Company	1
Risk Factors	2
Use of Proceeds	3
Description of Capital Stock	4
Selling Securityholders	9
Plan of Distribution	13
Legal Matters	15
Experts	15
Where You Can Find Additional Information	15
Incorporation by Reference	16

Name	Capacity	Date
	President, Chief Executive Officer, Secretary, and
/s/ Emmanuel Krakaris	Director	July 22, 2022
Emmanuel Krakaris	(Principal Executive Officer)

/s/ Paul Ginocchio	Chief Financial Officer	July 22, 2022
Paul Ginocchio	(Principal Financial and Accounting Officer)

*	Director	July 22, 2022
William J. Febbo

*	Director	July 22, 2022
Jason Krikorian

*	Director	July 22, 2022
Laurie McGraw

*	Director	July 22, 2022
Joseph Marks

*	Director	July 22, 2022
Ian Shakil

*	Director	July 22, 2022
Margie L. Traylor

*	Director and Chairman of the Board of Directors	July 22, 2022
Gerard van Hamel Platerink