Attached files
| file | filename |
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| EX-99.1 - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF PRIVATE AUGMEDIX AS OF SE - Augmedix, Inc. | ea129898ex99-1_augmedix.htm |
| 8-K/A - AMENDMENT NO. 1 TO FORM 8-K - Augmedix, Inc. | ea129898-8ka1_augmedixinc.htm |
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
We were incorporated as Malo Holdings Corporation (“Malo”), in the State of Delaware on December 27, 2018. Prior to the Merger (as defined below), we were a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
On October 5, 2020, our wholly-owned subsidiary, August Acquisition Corp., a corporation formed in the State of Delaware on September 29, 2020, merged with and into Augmedix, Inc., a privately-held Delaware corporation (“Augmedix”). Pursuant to this transaction (the “Merger”), Augmedix was the surviving corporation and became our wholly-owned subsidiary, and all of the outstanding stock of Augmedix held by accredited investors were converted into shares of our common stock. All of Augmedix’s outstanding warrants, options and stock appreciation rights were assumed by us. 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.” by filing a Certificate of Amendment to our Certificate of Incorporation.
On October 5, 2020, our board of directors and all of our pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on October 5, 2020. On October 5, 2020, our board of directors also adopted restated bylaws.
As a result of the Merger, we acquired the business of Augmedix and will continue the existing business operations of Augmedix as a public reporting company under the name Augmedix, Inc.
The Merger is being accounted for as a reverse-merger and recapitalization. Augmedix is the acquirer for financial reporting purposes, and Malo is the acquired company under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combination. Consequently, the assets, liabilities and operations that will be reflected in the historical financial statements prior to the Merger will be those of Augmedix and will be recorded at the historical cost basis of Augmedix, and the consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of Augmedix up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger. The unaudited pro forma combined financial information is based on individual historical financial statements of Augmedix and Malo prepared under U.S. GAAP and is adjusted to give effect to the Merger.
Following the Merger, on October 5, 2020, we sold 8,472,186 shares of our common stock pursuant to an initial closing of a private placement offering for up to 10,000,000 shares of our common stock (plus up to an additional 1,666,667 shares of our common stock to cover over-subscriptions in the event the private placement offering is over-subscribed) at a purchase price of $3.00 per share (the “Offering”). On November 13, 2020, we completed an additional closing of the Offering and sold 666,667 shares of our common stock at a purchase price of $3.00 per share. The total gross proceeds from the Offering was $27.4 million. We may hold one or more subsequent closings at any time prior to November 15, 2020, unless otherwise extended, to sell the remaining shares in the private placement offering.
Certain fees associated with the acquisition that were incurred by Augmedix and Malo, such as fees for legal and financial services, are not reflected in these unaudited pro forma combined financial statements. The unaudited pro forma combined statements of operations eliminate any non-recurring charges directly related to the Merger that the combined entities incur upon completion of the Merger.
The unaudited pro forma combined balance sheet as of September 30, 2020 gives effect to the Merger as if it had been consummated on September 30, 2020, and includes adjustments that give effect to events that are directly attributable to the transaction and that are factually supportable. The unaudited pro forma combined statements of operations for the year ended December 31, 2019 and for the nine months ended September 30, 2020 give effect to the Merger as if it had been consummated on January 1, 2019, and include adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable. The notes to the unaudited pro forma combined financial information describe the pro forma amounts and adjustments presented below.
The unaudited pro forma combined financial information does not purport to represent what the combined company’s results of operations and comprehensive loss or financial position would actually have been had the Merger occurred on the dates described above or to project the combined company’s results of operations or financial position for any future date or period.
The unaudited pro forma combined financial information should be read together with (1) Augmedix’s audited consolidated balance sheet as of December 31, 2019 and the related consolidated statements of operations and comprehensive loss, statements of convertible preferred stock and changes in stockholders’ deficit, and statements of cash flows for the years ended December 31, 2019 and 2018 and the accompanying notes, and the unaudited interim consolidated balance sheet as of September 30, 2020 and the related unaudited interim consolidated statements of operations and comprehensive loss, statements of convertible preferred stock and changes in stockholders’ deficit and the statements of cash flows for the nine months ended September 30, 2020 and 2019 and the accompanying notes, and (2) Malo’s audited balance sheets as of December 31, 2019 and 2018 and the related statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows for the year ended December 31, 2019 and for the period from December 27, 2018 (inception) through December 31, 2018 and the accompanying notes, and the related unaudited condensed interim balance sheet as of September 30, 2020 and the related unaudited condensed interim statements of operations, statement of changes in stockholders’ deficit, and statements of cash flows for the nine months ended September 30, 2020 and 2019 and the accompanying notes.
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Augmedix, Inc. and Malo Holdings Corporation
Unaudited Pro Forma Combined Balance Sheets
As of September 30, 2020
(in thousands)
| Pro Forma Adjustments | ||||||||||||||||||||
| Malo Holdings | Private | Combined | ||||||||||||||||||
| Augmedix, Inc. | Corporation | Merger | Placement | Pro Forma | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,428 | $ | 4 | $ | (50 | )(a) | $ | 24,376 | (g) | $ | 24,453 | ||||||||
| - | - | (583 | )(d) | - | - | |||||||||||||||
| - | - | (722 | )(e) | - | - | |||||||||||||||
| Restricted cash | 2,000 | - | - | - | 2,000 | |||||||||||||||
| Accounts receivable | 2,562 | - | - | - | 2,562 | |||||||||||||||
| Prepaid expenses and other current assets | 413 | - | - | - | 413 | |||||||||||||||
| Total current assets | 6,403 | 4 | (1,355 | ) | 24,376 | 29,428 | ||||||||||||||
| Property and equipment, net | 995 | - | - | - | 995 | |||||||||||||||
| Deferred offering costs | 935 | - | - | (935 | )(g) | - | ||||||||||||||
| Deposits | 173 | - | - | - | 173 | |||||||||||||||
| Total assets | $ | 8,506 | $ | 4 | $ | (1,355 | ) | $ | 23,441 | $ | 30,596 | |||||||||
| Liabilities, Convertible Preferred Stock and Equity (Deficit) | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Notes payable, current portion | $ | 2,894 | $ | - | $ | - | $ | - | $ | 2,894 | ||||||||||
| Subordinated note payable, current portion | 2,747 | - | - | - | 2,747 | |||||||||||||||
| Accounts payable | 292 | - | - | - | 292 | |||||||||||||||
| Accrued expenses and other current liabilities | 3,888 | 13 | (7 | )(a) | (810 | )(g) | 2,362 | |||||||||||||
| - | - | (722 | )(e) | - | - | |||||||||||||||
| Note payable - stockholder | - | 98 | (98 | )(a) | - | - | ||||||||||||||
| Deferred revenue | 5,166 | - | - | - | 5,166 | |||||||||||||||
| Customer deposits | 1,053 | - | - | - | 1,053 | |||||||||||||||
| Total current liabilities | 16,040 | 111 | (827 | ) | (810 | ) | 14,514 | |||||||||||||
| Notes payable, net of current portion | 2,180 | - | - | - | 2,180 | |||||||||||||||
| Subordinated note payable, net of current portion | 7,221 | - | - | - | 7,221 | |||||||||||||||
| Preferred stock warrant liability | 5,253 | - | - | - | 5,253 | |||||||||||||||
| Total liabilities | 30,694 | 111 | (827 | ) | (810 | ) | 29,168 | |||||||||||||
| Convertible preferred stock | 54,283 | - | (54,283 | )(b) | - | - | ||||||||||||||
| Stockholders’ Equity (Deficit): | ||||||||||||||||||||
| Common stock | - | - | 1 | (b) | 1 | (g) | 3 | |||||||||||||
| - | - | 1 | (c) | - | - | |||||||||||||||
| Additional paid-in capital | 3,667 | - | 54,282 | (b) | 24,250 | (g) | 81,563 | |||||||||||||
| - | - | (1 | )(c) | - | - | |||||||||||||||
| - | - | (583 | )(d) | - | - | |||||||||||||||
| - | - | (52 | )(f) | - | - | |||||||||||||||
| Accumulated deficit | (80,088 | ) | (107 | ) | 55 | (a) | - | (80,088 | ) | |||||||||||
| - | - | 52 | (f) | - | - | |||||||||||||||
| Accumulated other comprehensive loss | (50 | ) | - | - | - | (50 | ) | |||||||||||||
| Total equity (deficit) | (76,471 | ) | (107 | ) | 53,755 | 24,251 | 1,428 | |||||||||||||
| Total liabilities, convertible preferred stock and equity (deficit) | $ | 8,506 | $ | 4 | $ | (1,355 | ) | $ | 23,441 | $ | 30,596 | |||||||||
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Augmedix, Inc. and Malo Holdings Corporation
Unaudited Pro Forma Combined Statements of Operations
For the Nine Months Ended September 30, 2020
(in thousands except share and per share information)
| Malo Holdings | Pro forma | Combined | ||||||||||||||
| Augmedix, Inc. | Corporation | Adjustments | Pro Forma | |||||||||||||
| Revenues | $ | 11,940 | $ | - | $ | - | $ | 11,940 | ||||||||
| Cost of revenues | 7,153 | - | - | 7,153 | ||||||||||||
| Gross profit | 4,787 | - | - | 4,787 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 8,480 | 35 | (61 | )(h) | 8,454 | |||||||||||
| Sales and marketing | 2,945 | - | - | 2,945 | ||||||||||||
| Research and development | 3,485 | - | - | 3,485 | ||||||||||||
| Total operating expenses | 14,910 | 35 | (61 | ) | 14,884 | |||||||||||
| Loss from operations | (10,123 | ) | (35 | ) | 61 | (10,097 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (1,197 | ) | (4 | ) | 4 | (i) | (1,197 | ) | ||||||||
| Interest income | 3 | - | - | 3 | ||||||||||||
| Other income (expense) | (496 | ) | - | 766 | (j) | 270 | ||||||||||
| Total other income (expense), net | (1,690 | ) | (4 | ) | 770 | (924 | ) | |||||||||
| Net loss | $ | (11,813 | ) | $ | (39 | ) | $ | 831 | $ | (11,021 | ) | |||||
| Net loss per common share, basic and diluted | $ | (5.95 | ) | $ | (0.01 | ) | $ | (0.41 | ) | |||||||
| Weighted-average common shares outstanding, basic and diluted | 1,985,064 | 5,000,000 | 26,721,464 | |||||||||||||
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Augmedix, Inc. and Malo Holdings Corporation
Unaudited Pro Forma Combined Statements of Operations
For the Year Ended December 31, 2019
(in thousands except share and per share information)
| Malo Holdings | Pro forma | Combined | ||||||||||||||
| Augmedix, Inc. | Corporation | Adjustments | Pro Forma | |||||||||||||
| Revenues | $ | 14,107 | $ | - | $ | - | $ | 14,107 | ||||||||
| Cost of revenues | 9,428 | - | - | 9,428 | ||||||||||||
| Gross profit | 4,679 | - | - | 4,679 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 10,862 | 31 | - | 10,893 | ||||||||||||
| Sales and marketing | 3,583 | - | - | 3,583 | ||||||||||||
| Research and development | 6,977 | - | - | 6,977 | ||||||||||||
| Total operating expenses | 21,422 | 31 | - | 21,453 | ||||||||||||
| Loss from operations | (16,743 | ) | (31 | ) | - | (16,774 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (2,812 | ) | (3 | ) | 3 | (i) | (2,812 | ) | ||||||||
| Interest income | 6 | - | - | 6 | ||||||||||||
| Other income (expense) | 1,051 | - | 72 | (j) | 1,123 | |||||||||||
| Total other income (expense), net | (1,755 | ) | (3 | ) | 75 | (1,683 | ) | |||||||||
| Net loss | $ | (18,498 | ) | $ | (34 | ) | $ | 75 | $ | (18,457 | ) | |||||
| Net loss per common share, basic and diluted | $ | (9.36 | ) | $ | (0.01 | ) | $ | (0.69 | ) | |||||||
| Weighted-average common shares outstanding, basic and diluted | 1,975,911 | 5,000,000 | 26,586,491 | |||||||||||||
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Augmedix, Inc. and Malo Holdings Corporation
Notes to Unaudited Pro Forma Combined Financial Statements
(in thousands except share and per share information)
Merger Pro Forma Adjustments
| (a) | To record $50 repayment of the Note Payable to the Stockholder of Malo immediately prior to the Merger. The remainder of the Note Payable of $48 and accrued interest thereon of $7 was forgiven. |
| (b) | To record the conversion of the convertible preferred stock of Augmedix into common stock followed by the exchange of such shares for shares of common stock of the new Merged entity, Augmedix, Inc., with a par value of $0.0001 per share. |
| (c) | To record the exchange of the common stock of Augmedix for shares of common stock of the new Merged entity, Augmedix, Inc., with a par value of $0.0001 per share. |
| (d) | To record cash payment to unaccredited investors of Augmedix in lieu of exchanging of common stock for common stock of the new Merged entity, Augmedix, Inc. |
| (e) | To record payment of Merger-related transaction costs. |
| (f) | To eliminate the historical accumulated deficit of Malo after considering the debt forgiveness discussed in note (a) upon consummation of the Merger. |
| (g) | In October 2020, Augmedix, Inc. completed a Private Placement Offering (“PPO”) and issued 8,472,186 shares of common stock, with a par value of $0.0001 per share, at an offering price of $3.00 per share. In November 2020, Augmedix, Inc. completed an additional closing of the PPO and issued 666,667 shares of common stock an offering price of $3.00 per share. The proceeds, net of placement agent and other offering expenses estimated at $3,040, are $24,376. Additionally, the adjustment reflects reclassification of $935 of deferred offering costs to additional paid-in capital and payment of $810 of estimated unpaid offering costs. |
| (h) | Reflects adjustment for transaction costs recorded in historical period that will not have a continuing impact on the pro forma combined statements of operations. |
| (i) | The unaudited pro forma combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 reflects an adjustment for the reduction in interest expense of $4 and $3, respectively, to reflect the repayment of the stockholder note payable of Malo as if the repayment occurred on January 1, 2019. |
| (j) | The unaudited pro forma combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 reflects an adjustment to eliminate the change in fair value of preferred stock warrant liability of $766 and $72, respectively, as a result of the conversion of preferred stock to common shares. |
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