0001104659-23-120752.txt : 20231122 0001104659-23-120752.hdr.sgml : 20231122 20231122161524 ACCESSION NUMBER: 0001104659-23-120752 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231120 FILED AS OF DATE: 20231122 DATE AS OF CHANGE: 20231122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 231433671 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RedCo II Master Fund, L.P. CENTRAL INDEX KEY: 0001921783 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 231433669 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 4154899980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BLDG D, STE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 231433670 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Augmedix, Inc. CENTRAL INDEX KEY: 0001769804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 833299164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 SUTTER STREET, SUITE 1300 CITY: SAN FRANCISC STATE: CA ZIP: 94104 BUSINESS PHONE: 561-989-2208 MAIL ADDRESS: STREET 1: 111 SUTTER STREET, SUITE 1300 CITY: SAN FRANCISC STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: Malo Holdings Corp DATE OF NAME CHANGE: 20190305 4 1 tm2331315-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-20 0 0001769804 Augmedix, Inc. AUGX 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 1 0 1 0 0001921783 RedCo II Master Fund, L.P. ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0 Common Stock 2023-11-20 4 P 0 750000 4.00 A 16404017 I See Footnote Common Stock 2023-11-20 4 P 0 750000 4.00 A 9446146 D Breakeven Warrant 1.75 2023-11-20 4 A 0 1093799 A Common Stock 1093799 1093799 I See Footnote Breakeven Warrant 1.75 2023-11-20 4 A 0 1093799 A Common Stock 1093799 1093799 D On November 20, 2023, RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"), purchased 750,000 shares of the Issuer's Common Stock in an underwritten offering by the Issuer (the "Equity Financing"). The securities of the Issuer reported herein are directly owned by certain private investment vehicles managed by Redmile, including RedCo II (each, a "Redmile Fund"), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 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; [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. These securities are directly owned by RedCo II. 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. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2023-11-22 /s/ Jeremy Green 2023-11-22 By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P. 2023-11-22