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EX-99.2 - UNAUDITED PRO FORMA COMBINED STATEMENTS AS OF SEPTEMBER 30, 2020 AND FOR THE NIN - Augmedix, Inc.ea129898ex99-2_augmedix.htm
EX-99.1 - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF PRIVATE AUGMEDIX AS OF SE - Augmedix, Inc.ea129898ex99-1_augmedix.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

(Amendment No. 1)

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 16, 2020

 

 

 

AUGMEDIX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-56036   83-3299164
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1161 Mission Street

Suite LL

San Francisco, California

  94103
(Address of principal executive offices)   (Zip Code)

 

(888) 669-4885

(Registrant’s telephone number, including area code)

 

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: none.

 

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.

 

 

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A (this “Amendment”) is being filed by Augmedix, Inc. (formerly known as “Malo Holdings Corporation”), a Delaware corporation (the “Company”), to amend its Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2020, in connection with the completion of the transaction among the Company, Augmedix, Inc., a privately held Delaware corporation (“Private Augmedix”), and August Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Acquisition Sub”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of October 5, 2020 (the “Merger Agreement”). Pursuant to the Merger Agreement, the Acquisition Sub merged with and into Private Augmedix, and all of the outstanding stock of Private Augmedix held by accredited investors were converted into shares of the Company’s common stock. All of Private Augmedix’s outstanding warrants, options and stock appreciation rights were assumed by the Company, with Private Augmedix continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). As a result of the Merger, the Company acquired the business of Private Augmedix and will continue the existing business operations of Private Augmedix as a public reporting company under the name “Augmedix, Inc.” Following the consummation of the Merger, Private Augmedix changed its name to “Augmedix Operating Corporation.”

 

The Company is filing this Amendment solely to supplement Item 9.01 of the Prior 8-K to include the unaudited interim consolidated financial statements of Private Augmedix as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, and the pro forma financial information described below. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior 8-K. Although Private Augmedix is now a direct subsidiary of the Company, for accounting purposes the Merger is treated as a “recapitalization and reverse acquisition” and Private Augmedix is considered the accounting acquirer. Accordingly, as of the closing of the Merger, Private Augmedix’s historical results of operations will replace the Company’s historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of both companies will be included in the Company’s financial statements. However, the unaudited interim consolidated financial statements of Private Augmedix as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 filed with this Amendment relate to a pre-Merger closing period, and therefore all information presented relates to Private Augmedix on a standalone basis and not to the Company.

 

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Item 9.01 Financial Statements and Exhibits.

 

(a)Financial Statements of Businesses Acquired.

 

The unaudited interim consolidated financial statements of Private Augmedix as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, are filed herewith and attached hereto as Exhibit 99.1, and are incorporated herein by reference.

 

(b)Pro Forma Financial Information.

 

The unaudited pro forma combined financial statements as of September 30, 2020 and for the nine months ended September 30, 2020, are filed herewith and attached hereto as Exhibit 99.2, and are incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit
Number
  Exhibit Description
     
99.1*   Unaudited interim consolidated financial statements of Private Augmedix as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019.
     
99.2*   Unaudited pro forma combined financial statements as of September 30, 2020 and for the nine months ended September 30, 2020.

 

*Filed herewith.

 

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SIGNATURE

 

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.
     
Date: November 16, 2020 By: /s/ Emmanuel Krakaris
    Emmanuel Krakaris
    President, Chief Executive Officer,
Secretary and Director

 

 

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