UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Fifth Omnibus Amendment, entered into on October 10, 2023, by and among Augmedix Operating Corp. f/k/a Augmedix, Inc., Dignity Health, Dignity Health Medical Foundation, and Pacific Central Coast Health Centers. | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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 | |
Cover |
Oct. 10, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 10, 2023 |
| Entity File Number | 001-40890 |
| Entity Registrant Name | AUGMEDIX, INC. |
| Entity Central Index Key | 0001769804 |
| Entity Tax Identification Number | 83-3299164 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 111 Sutter Street |
| Entity Address, Address Line Two | Suite 1300 |
| Entity Address, City or Town | San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94104 |
| City Area Code | (888) |
| Local Phone Number | 669-4885 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | AUGX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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