As filed with the Securities and Exchange Commission on October 2, 2024
Registration No. 333-251317
Registration No. 333-266301
Registration No. 333-272593
Registration No. 333-278290
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-251317
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-266301
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-272593
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-278290
UNDER THE
SECURITIES ACT OF 1933
AUGMEDIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-3299164 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) | |
| 111 Sutter Street, Suite 1300 San Francisco, California |
94104 | |
| (Address of principal executive offices) | (Zip code) | |
2013 Equity Incentive Plan
2020 Equity Incentive Plan
(Full title of the plans)
Daniel Brian
Augmedix, Inc.
Chief Financial Officer, Treasurer and Secretary
111 Sutter Street, Suite 1300
San Francisco, California 94104
(Name and address of agent for service)
(888) 669-4885
(Telephone number, including area code, of agent for service)
Copies to:
Marshall Shaffer
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446 4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) filed by Augmedix, Inc., a Delaware corporation (the “Company”), withdraw and deregister all unsold or otherwise unissued securities registered under the following Registration Statements on Form S-8 filed by the Company (each, a “Registration Statement,” and collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”):
| • |
| • |
| • |
| • |
On October 2, 2024, pursuant to an Agreement and Plan of Merger, dated as of July 19, 2024, by and among the Company, Commure, Inc., a Delaware corporation (“Parent”), and Anderson Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, by filing these Post-Effective Amendments, the Company hereby removes from registration all securities registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Company pursuant to the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 2nd day of October, 2024.
| AUGMEDIX, INC. | ||
| By: | /s/ Daniel Brian | |
| Daniel Brian | ||
| Chief Financial Officer, Treasurer and Secretary | ||
| * | Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment. |