Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 29, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | AUGMEDIX, INC. | ||
Trading Symbol | AUGX | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 27,092,826 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | The purpose of this Amendment (the “Amendment”) to our Form 10-K for the annual period ended December 31, 2020 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, is solely to revise the Exhibit 31.1 and Exhibit 31.2 certifications originally filed with our Form 10-K to include the language of paragraph 4(b) as prescribed by Item 601(b)(31) of Regulation S-K.This Amendment contains only the Cover Page, this Explanatory Note, Item 8, Item 9A, Item 15, the Signature Page, Exhibit 23.1, Exhibits 31.1 and 31.2 and Exhibits 32.1 and Exhibits 32.2. No other changes have been made to the Form 10-K as filed with the SEC on March 31, 2021. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC. | ||
Entity Central Index Key | 0001769804 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56036 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3299164 | ||
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 | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 20,762,084 | $ 9,603,266 |
Restricted cash | 2,210,902 | 2,000,119 |
Accounts receivable, net of allowance for doubtful accounts of $9,882 and $9,882 at December 31, 2020 and 2019, respectively | 2,692,540 | 2,290,803 |
Prepaid expenses and other current assets | 1,103,505 | 458,509 |
Total current assets | 26,769,031 | 14,352,697 |
Property and equipment, net | 992,374 | 1,213,026 |
Deposits | 173,183 | 173,294 |
Total assets | 27,934,588 | 15,739,017 |
Current liabilities: | ||
Note payable, current portion | 2,893,667 | 2,893,667 |
Subordinated note payable, current portion | 3,719,265 | |
Accounts payable | 258,916 | 640,896 |
Accrued expenses and other current liabilities | 3,109,293 | 2,766,248 |
Deferred revenue | 5,438,555 | 5,510,460 |
Customer deposits | 1,052,900 | 1,052,900 |
Total current liabilities | 16,472,596 | 12,864,171 |
Note payable, net of current portion | 2,180,300 | |
Subordinated note payable, net of current portion | 6,158,082 | 9,721,608 |
Deferred rent, net of current portion | 20,877 | |
Preferred stock warrant liability | 4,391,372 | |
Total liabilities | 24,810,978 | 26,998,028 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock | 53,882,460 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value ; 10,000,000 authorized, no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 26,859,850 and 833,505 shares issued and outstanding at December 31, 2020 and 2019, respectively | 2,686 | 83 |
Additional paid-in capital | 87,051,058 | 3,174,102 |
Accumulated deficit | (83,877,972) | (68,274,256) |
Accumulated other comprehensive loss | (52,162) | (41,400) |
Total stockholders’ equity (deficit) | 3,123,610 | (65,141,471) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 27,934,588 | $ 15,739,017 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 9,882 | $ 9,882 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 26,859,850 | 833,505 |
Common Stock, shares outstanding | 26,859,850 | 833,505 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 16,483,184 | $ 14,107,681 |
Cost of revenues | 9,689,527 | 9,428,454 |
Gross profit | 6,793,657 | 4,679,227 |
Operating expenses: | ||
General and administrative | 11,566,585 | 10,861,392 |
Sales and marketing | 4,397,834 | 3,583,285 |
Research and development | 4,521,583 | 6,977,259 |
Total operating expenses | 20,486,002 | 21,421,936 |
Loss from operations | (13,692,345) | (16,742,709) |
Other income (expenses): | ||
Interest expense | (1,453,022) | (2,812,361) |
Interest income | 10,835 | 6,268 |
Other income (expenses) | (469,184) | 1,050,461 |
Total other income (expenses), net | (1,911,371) | (1,755,632) |
Net loss | (15,603,716) | (18,498,341) |
Other comprehensive (loss) income: | ||
Foreign exchange translation adjustment | (10,762) | 6,903 |
Total comprehensive loss | $ (15,614,478) | $ (18,491,438) |
Net loss per share of common stock, basic and diluted (in Dollars per share) | $ (2.22) | $ (22.24) |
Weighted average shares of common stock outstanding, basic and diluted (in Shares) | 7,033,670 | 831,590 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Changes in Stockholders’ Equity (Deficit) - USD ($) | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2018 | $ 38,257,039 | $ 83 | $ 2,773,470 | $ (49,775,915) | $ (48,303) | $ (47,050,665) |
Balance (in Shares) at Dec. 31, 2018 | 8,050,502 | 829,938 | ||||
Conversion of bridge loan to Series B convertible preferred stock | $ 2,609,321 | |||||
Conversion of bridge loan to Series B convertible preferred stock (in Shares) | 1,281,631 | |||||
Beneficial conversion feature related to convertible notes payable | $ 1,078,769 | |||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 11,937,331 | |||||
Issuance of Series B convertible preferred stock, net of issuance costs (in Shares) | 5,306,910 | |||||
Repurchase of common stock | ||||||
Repurchase of common stock (in Shares) | (346) | |||||
Exercise of common stock options | 3,533 | 3,533 | ||||
Exercise of common stock options (in Shares) | 3,913 | |||||
Stock-based compensation expense | 397,099 | 397,099 | ||||
Foreign currency translation adjustment | 6,903 | 6,903 | ||||
Net loss | (18,498,341) | (18,498,341) | ||||
Balance at Dec. 31, 2019 | $ 53,882,460 | $ 83 | 3,174,102 | (68,274,256) | (41,400) | (65,141,471) |
Balance (in Shares) at Dec. 31, 2019 | 14,639,043 | 833,505 | ||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 400,504 | |||||
Issuance of Series B convertible preferred stock, net of issuance costs (in Shares) | 173,752 | |||||
Conversion of convertible preferred stock to common stock | $ (54,242,464) | $ 1,480 | 54,240,984 | 54,242,464 | ||
Conversion of convertible preferred stock to common stock (in Shares) | (14,804,274) | 14,804,274 | ||||
Reclassification of convertible preferred stock warrant liability | 5,230,687 | 5,230,687 | ||||
Payment to unaccredited investors upon consummation of the Merger | $ (40,500) | $ (18) | (546,183) | (546,201) | ||
Payment to unaccredited investors upon consummation of the Merger (in Shares) | (8,521) | (183,510) | ||||
Issuance of common stock to former stockholders of Malo Holdings Corporation | $ 217 | (52,261) | (52,044) | |||
Issuance of common stock to former stockholders of Malo Holdings Corporation (in Shares) | 2,166,667 | |||||
Sale of common stock in private placement | $ 914 | 24,255,180 | 24,256,094 | |||
Sale of common stock in private placement (in Shares) | 9,138,855 | |||||
Exercise of common stock options | $ 10 | 80,477 | 80,487 | |||
Exercise of common stock options (in Shares) | 100,059 | |||||
Stock-based compensation expense | 668,072 | 668,072 | ||||
Foreign currency translation adjustment | (10,762) | (10,762) | ||||
Net loss | (15,603,716) | (15,603,716) | ||||
Balance at Dec. 31, 2020 | $ 2,686 | $ 87,051,058 | $ (83,877,972) | $ (52,162) | $ 3,123,610 | |
Balance (in Shares) at Dec. 31, 2020 | 26,859,850 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (15,603,716) | $ (18,498,341) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 867,000 | 949,006 |
Stock-based compensation | 668,072 | 397,099 |
Non-cash interest expense | 155,738 | 1,421,655 |
Change in fair value of preferred stock warrant liability | 743,837 | 71,635 |
Allowance for doubtful accounts | (2,941) | |
Deferred rent | (210,010) | (217,756) |
Accounts receivable | (401,737) | (126,200) |
Prepaid expenses and other current assets | (646,925) | (38,950) |
Deposits | (40,882) | |
Accounts payable | (396,863) | 373,747 |
Accrued expenses and other current liabilities | 497,656 | 530,280 |
Deferred revenue | (71,905) | 644,961 |
Customer deposits | (108,750) | |
Net cash used in operating activities | (14,398,853) | (14,645,437) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (647,015) | (823,013) |
Net cash used in investing activities | (647,015) | (823,013) |
Cash flows from financing activities: | ||
Cash paid in connection with the Merger, net of cash acquired | (46,044) | |
Payment to unaccredited investors of Augmedix Operating Corporation | (555,174) | |
Proceeds from notes payable | 2,180,300 | |
Repayment of notes payable | (1,357,837) | |
Proceeds from sale of common stock | 27,416,565 | |
Proceeds from issuance of convertible preferred stock | 499,999 | 15,271,440 |
Proceeds from issuance of convertible notes payable | 3,303,535 | |
Payment of financing costs | (3,159,488) | (52,893) |
Proceeds from exercise of stock options | 80,487 | 3,533 |
Net cash provided by financing activities | 26,416,645 | 17,167,778 |
Effect of exchange rate changes on cash and restricted cash | (1,176) | (10,397) |
Net increase in cash and restricted cash | 11,369,601 | 1,688,931 |
Cash and restricted cash at beginning of year | 11,603,385 | 9,914,454 |
Cash and restricted cash at end of year | 22,972,986 | 11,603,385 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 1,265,608 | 1,367,929 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of convertible preferred stock to shares of common stock | 54,242,264 | |
Amounts due to unaccredited investors of Augmedix Operating Corporation | 31,527 | |
Financing fees in accrued expenses | 5,000 | |
Issuance of convertible preferred stock in exchange for convertible notes payable and accrued interest | 3,319,283 | |
Beneficial conversion feature related to convertible notes payable | $ 1,078,769 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Augmedix, Inc. (formerly known as Malo Holdings Corporation, the “Company”) was incorporated in the State of Delaware on December 27, 2018. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination. On October 5, 2020 (the “Effective Time”), pursuant to an Agreement and Plan of Merger and Reorganization dated October 5, 2020 (“Merger Agreement”) among the Company, its wholly-owned subsidiary, August Acquisition Corp., a Delaware corporation (“Acquisition Sub”) and Augmedix Operating Corporation (“Private Augmedix”), a privately-held Delaware corporation, Acquisition Sub merged with and into Private Augmedix, with Private Augmedix continuing as the surviving corporation (the “Merger”). Following the Merger, Private Augmedix became a wholly-owned subsidiary of the Company. Private Augmedix was incorporated in the state of Delaware in April 2013 and is headquartered in San Francisco, California. Private Augmedix has two wholly-owned subsidiaries, Augmedix BD Limited, established in February 2015, and Augmedix Solutions Pvt. Ltd., established in February 2019, which are entities formed in Bangladesh and India, respectively. Subsequent to the Merger, the Company provides virtual medical documentation services for clinicians. At the Effective Time, each of Private Augmedix’s shares of Series B convertible preferred stock and common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive (a) 0.420864013 shares of the Company’s common stock (the “Common Share Conversion Ratio”) (in the case of shares held by accredited investors) or (b) $3.00 multiplied by the Common Share Conversion Ratio (in the case of shares held by unaccredited investors and those with an entitlement to shares of Private Augmedix’s capital stock). Except as otherwise noted, all common share amounts and per share amounts have been adjusted to reflect this Exchange Ratio, which was effected upon the Merger. In addition, pursuant to the Merger Agreement, (i) options and stock appreciation rights to purchase shares of Private Augmedix’s common stock issued and outstanding immediately prior to the closing of the Merger under the Private Augmedix 2013 Equity Incentive Plan were assumed and converted into options and stock appreciation rights to purchase shares of the Company’s common stock, (ii) warrants to purchase shares of Private Augmedix’s Series B convertible preferred stock issued and outstanding immediately prior to the closing of the Merger were assumed and converted into warrants to purchase shares of the Company’s common stock, and (iii) warrants to purchase shares of Private Augmedix’s common stock issued and outstanding immediately prior to the closing of the Merger were assumed and converted into warrants to purchase shares of the Company’s common stock. The Merger was accounted for as a “reverse acquisition” since, immediately following the consummation of the Merger (the “Closing”), Private Augmedix effectively controlled the post-combination Company. For accounting purposes, Private Augmedix was deemed to be the accounting acquirer in the Merger and, consequently, the Merger is treated as a recapitalization of Private Augmedix (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Private Augmedix). Accordingly, the consolidated assets, liabilities and results of operations of Private Augmedix became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with Private Augmedix beginning at the Closing. No step-up in basis or intangible assets or goodwill were recorded in the Merger. In addition, the historically issued and outstanding Malo Holdings Corporation common stock has been re-casted to retrospectively reflect the number of common stock issued in the Merger in all periods presented. The common stock was adjusted retrospectively from $198 to $83, and the additional paid-in capital was adjusted retrospectively from $3,173,987 to $3,174,102, respectively, as of December 31, 2019. The consolidated statements of changes in stockholders’ deficit for the year ended December 31, 2019 was also adjusted retrospectively to reflect the change. The loss per share was adjusted retrospectively from $9.36 to $22.24 for the year ended December 31, 2019. Liquidity and Going Concern In accordance with Financial Accounting Standards (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company has incurred recurring losses since its inception, including net losses of $15.6 million and $18.5 million for the years ended December 31, 2020 and 2019, respectively. In addition, as of December 31, 2020, the Company had an accumulated deficit of $83.9 million. The Company has relied on debt and equity financing to fund operations to date and management expects losses and negative cash flows to continue, primarily as a result of continued research, development and marketing efforts. The Company believes its cash and restricted cash will provide sufficient resources to meet working capital needs for over twelve months. Over the longer term, if the Company does not generate sufficient revenue from new and existing products, additional debt or equity financing may be required along with a reduction in expenditures. Additionally, there is no assurance if the Company requires additional future financing, that such financing will be available on terms, which are acceptable to the Company, or at all. Risks and Uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. The Company is monitoring the impact of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, in addition to the impact on its employees. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or mitigate its impact, the success of the vaccine rollout and the economic impact on local, regional, national and international markets. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | 2. Basis of presentation and summary of significant accounting policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by ASUs of the FASB. The accompanying consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix Bangladesh Limited and Augmedix Solutions Private Limited. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and the valuation of the warrant liability and stock-based compensation, including the underlying fair value of the preferred and common stock. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. Reverse Stock Split In March 2019, the Board of Directors approved an amendment of the Company’s Certificate of Incorporation approving a 10:1 reverse stock split on all authorized and outstanding shares of common stock and preferred stock. All references to common stock share, preferred stock share and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect, where applicable, the reverse stock split, as indicated. Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity (deficit). Foreign currency transaction gains and losses are recorded within other income (expense) in the accompanying consolidated statements of operations and comprehensive loss. Transaction gains and losses were not material for the years ended December 31, 2020 and 2019. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2020 and 2019 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had two major customers during the year ended December 31, 2020 and two major customers during the year ended December 31, 2019. Revenues from the major customers accounted for 28% and 20% of revenue for the year ended December 31, 2020, and 26% and 17% of revenue for the year ended December 31, 2019. Accounts receivable from these customers totaled $715,563 and $892,027 at December 31, 2020 and 2019, respectively. Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s Note Payable. The following table provides a reconciliation of the components of cash and restricted cash reported in the Company’s consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows: December 31, 2020 2019 Cash $ 20,762,084 $ 9,603,266 Restricted cash 2,210,902 2,000,119 Total cash and restricted cash presented in the consolidated statements of cash flows $ 22,972,986 $ 11,603,385 Accounts receivable and allowance for doubtful accounts Accounts receivable primarily relates to amounts due from customers, which are typically due within 30 to 60 days from invoice date. The Company provides credit to its customers in the normal course of business and maintains allowances for potential credit losses. The Company does not require collateral or other security for accounts receivable. To reduce credit risk with accounts receivable, the Company performs ongoing evaluations of its customers’ financial condition. Historically, such losses have been immaterial and within management’s expectations. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software and equipment using the straight-line method over their estimated useful lives, ranging from one to three years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives, ranging from five to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Repairs and maintenance are expensed as incurred by the Company. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in 2020 or 2019. Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Level 2: Level 3: An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Convertible Preferred Stock Warrants Accounting standards require that freestanding warrants and similar instruments, due to settlement features of the financial instruments, should be accounted for as a preferred stock warrant liability even though the underlying shares of capital stock may be classified as equity. Such warrants are measured and recognized at fair value, and subject to re-measurement at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense) on the accompanying consolidated statements of operations and comprehensive loss until the warrants are exercised or expire. Revenue Recognition ASC Topic 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the initial term of the contract and customer prepayments are deferred and included in the accompanying consolidated balance sheets in deferred revenues. Revenues are recognized when the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenues are earned from customers primarily located in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 90 day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. The Company also generates revenue from data service projects, which includes discrete projects to complete certain tasks or provide other services to customers. These services represent separate performance obligations which are recognized as revenue as the services are performed. Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Balance, beginning of year $ 5,510,460 $ 4,865,499 Deferral of revenue 16,411,279 14,752,642 Recognition of unearned revenue (16,483,184 ) (14,107,681 ) Balance, end of year $ 5,438,555 $ 5,510,460 Accounts receivable, net from customers was $2,692,540 and $2,290,803 as of December 31, 2020 and 2019, respectively. Deferred revenue consists of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and is recognized as revenue as earned. As of December 31, 2020, the Company expects to recognize $5,438,555 from remaining performance obligations over the next 12 months. Customer Deposits Customer deposits consists of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. Cost of Revenue The Company’s cost of revenue consists primarily of salaries and related expenses, overhead, contract labor and third party services from remote documentation specialist vendors, depreciation expense related to the glass equipment and information technology costs incurred directly in the Company’s revenue-generating activities. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Stock-based awards issued to nonemployees were revalued at each reporting period until the award vests. On January 1, 2019, the Company early adopted FASB ASU 2018-7, Compensation – Stock Compensation (ASC Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related expenses, licensing costs and other direct expenses. Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $155,835 and $51,919 for the years ended December 31, 2020 and 2019, respectively. Comprehensive Loss The Company reports comprehensive loss, which includes the Company’s net loss as well as changes in equity from non-stockholder sources, as a separate component of stockholders’ equity (deficit). In the Company’s case, the change in equity included in comprehensive loss is the cumulative foreign currency translation adjustments. Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the years ended December 31, 2020 and 2019. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2020 2019 Convertible preferred stock — 14,639,043 Convertible preferred stock warrants — 2,710,498 Common stock warrants 2,991,499 5,585 Stock options 4,211,857 2,749,298 7,203,356 20,104,424 Recent Accounting Pronouncements In February 2016, the FASB issued ASC Topic 842, Leases, In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, |
Malo Holdings Corporation Merge
Malo Holdings Corporation Merger | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Malo Holdings Corporation Merger | 3. Malo Holdings Corporation Merger As described in Note 1, Private Augmedix merged with the Malo Holdings Corporation (“Malo”) in October 2020. The Merger was accounted for as a reverse recapitalization with Private Augmedix as the accounting acquirer. This determination was primarily based on the fact that subsequent to the Merger, Private Augmedix stockholders have a majority of the voting power of the combined company, Private Augmedix will comprise all of the ongoing operations of the combined entity, and Private Augmedix’s senior management will comprise all of the senior management of the combined company. The primary pre-combination asset of Malo was cash. Under reverse recapitalization accounting, the assets and liabilities of Malo were recorded at their historical cost with no goodwill or intangible assets were recognized. As part of the reverse recapitalization, the Company obtained approximately $4,000 of cash and assumed payables and accruals of approximately $56,000, of which $50,000 was paid at closing. Additionally, transaction costs of approximately $753,000 consisting of legal, accounting, financial advisory and other professional fees were expensed as incurred and are recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis: December 31, 2020 (Level 1) (Level 2) (Level 3) Liabilities Preferred stock warrant liability $ — $ — $ — December 31, 2019 (Level 1) (Level 2) (Level 3) Liabilities Preferred stock warrant liability $ — $ — $ 4,391,372 The Company’s Series B preferred stock warrants were classified as liabilities, recorded at fair value and subject to re-measurement at each balance sheet date until they were converted into common stock warrants in connection with the completion of the Merger. The common stock warrants are equity classified as of the Merger date and are no longer subject to remeasurement. The Series B preferred stock warrant liabilities are estimated using an option pricing model. The significant assumptions used in valuing the warrants include expected term, expected volatility, risk-free interest rate and expected dividend yield. As of Merger date, immediately prior to reclassifying the warrants to equity, and as of December 31, 2019 the significant weighted-average assumptions were as follows: October 5, December 31, 2020 2019 Risk-free interest rate 0.7 % 1.9 % Remaining contractual life of warrant (years) 8.9 9.7 Expected volatility 57.8 % 50.9 % Annual dividend yield 0 % 0 % Fair value of Series B convertible preferred stock $ 1.26 $ 1.14 The reconciliation of the Series B preferred stock warrant liability measured at fair value, until the reclassification into equity at the time of the Merger, on a recurring basis using significant unobservable inputs (Level 3) was as follows: Balance, January 1, 2019 $ 328,559 Issuance of warrants in connection with Series B financing 3,991,178 Change in fair value recorded as other expense 71,635 Balance, December 31, 2019 4,391,372 Issuance of warrants in connection with Series B financing 95,478 Change in fair value recorded as other expense 743,837 Reclassification to equity (5,230,687 ) Balance, December 31, 2020 $ — Fair Value of Financial Instruments The carrying amounts of cash, restricted cash, accounts receivable, prepaid expenses, accounts payable, customer deposits, and note payable approximate fair value due to their short-term nature. As of December 31, 2020, the fair value of the Company’s subordinated note payable and the PPP Loan was $10,600,000 and $1,900,000, respectively. As of December 31, 2020, the carrying value of the Company subordinated note payable and the PPP Loan was $10,072,163 and $2,180,300, respectively. The estimated fair value for the Company’s subordinated note payable and PPP Loan was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consists of the following: December 31, 2020 2019 Computer hardware, software and equipment $ 5,557,034 $ 5,039,545 Leasehold improvements 2,186,239 2,072,006 Furniture and fixtures 270,943 262,865 8,014,216 7,374,416 Less: accumulated depreciation and amortization (7,021,842 ) (6,161,390 ) $ 992,374 $ 1,213,026 The Company recorded depreciation and amortization expense of $867,000 and $949,006 during the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued expenses and other current liabilities | 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consists of the following: December 31, 2020 2019 Accrued compensation $ 1,711,377 $ 1,196,723 Accrued other 611,947 530,924 Accrued vendor partner liabilities 559,478 769,351 Deferred rent 20,877 210,010 Accrued professional fees 150,859 36,227 Accrued VAT and other taxes 54,755 23,013 $ 3,109,293 $ 2,766,248 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Note Payable In June 2015, the Company entered into a loan and security agreement (“Agreement”) with a commercial bank. The Agreement allowed for borrowings of up to $3,500,000. Outstanding borrowings under the Agreement bear interest at the prime rate of interest plus 0.5% (3.62% and 5.25% at December 31, 2020 and 2019, respectively). The Agreement initially required monthly interest- only payments through December 2016, followed by 30 equal payments of principal and interest beginning January 2017 through its maturity in June 2019. However, the Agreement was amended multiple times, most recently in December 2020 and January 2021 to change the principal payment from a lump sum payment at December 31, 2020 to a 12-month amortization starting January 31, 2021 and be fully repaid on December 31, 2021. The Company must maintain at least $2,000,000 in an account with and under the control of the commercial bank, that reduces in line with the loan balance once the loan balance declines below $2,000,000. As of December 31, 2020 and 2019, the outstanding balance due on the note payable is $2,893,667. Outstanding borrowings under the Agreement are secured by substantially all assets of the Company, and the Company is required to maintain certain financial and non-financial covenants. The Company was in compliance with all covenants at December 31, 2020 and 2019. In October 2018, in connection with the issuance of Series A convertible preferred stock (Note 8), the Company cancelled warrants previously issued to the commercial bank and issued in its place warrants to purchase 234 and 91 shares of common stock. The warrants have an exercise price of $96.24 per share and $106.17 per share, are immediately exercisable and expire in June 2025 and July 2027, respectively. Subordinated Note Payable In May 2017, the Company entered into a loan and security agreement (“Sub Agreement”) with a lending institution for borrowings of up to $10,000,000. At December 31, 2020 and 2019, outstanding borrowings under the Sub Agreement bear interest at the rate of 12% per year. Outstanding borrowings under the Sub Agreement are collateralized by substantially all assets of the Company and are subordinate to any outstanding borrowings under the Agreement. Borrowings under the Sub Agreement are subject to certain financial and non-financial covenants. The Company was in compliance with all covenants at December 31, 2020 and 2019. In August 2019, the Company amended the Sub Agreement (“Amended Sub Agreement”) to extend the interest-only period through December 2020 and the maturity date to April 2023. Following the interest-only period, the Amended Sub Agreement requires 28 equal payments of principal and interest through March 2023, and a final lump sum payment of outstanding principal and interest at maturity. Pursuant to the Sub Agreement, a final payment of $650,000 is payable at the maturity date in April 2023. The Company recorded the final payment as both a discount and an increase to the principal amount of the debt. The Company also capitalized certain lender and legal costs associated with the Sub Agreement totaling $279,757, which were recorded as a discount to the Sub Agreement. The aggregate discount of $1,195,012 is being amortized to interest expense over the repayment term of the Sub Agreement. The Company amortized $105,739 and $327,138 of the discount to interest expense during the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, the remaining unamortized discount was $194,816 and $300,555, respectively. In connection with the Sub Agreement, the Company issued a warrant to purchase 3,376 shares of Series A-2. The warrant had an exercise price of $148.10 per share, was immediately exercisable and was to expire in July 2027. At issuance, the fair value of the warrant was determined to be $265,255, which was recorded as a discount to the Sub Agreement and as a preferred stock warrant liability on the accompanying consolidated balance sheets. In connection with an amendment to the Sub Agreement in May 2018, the warrant to purchase 3,376 shares of Series A-2 was terminated and a new warrant to purchase 12,576 shares of Series B convertible preferred stock (“Prior Series B Warrant”) was issued. Then, in October 2018, in connection with the “Pay-to-Play” financing the Company cancelled the outstanding Prior Series B Warrant and in replacement issued a warrant to purchase 100,712 shares of Series A-1 convertible preferred stock (“Series A-1 warrant”). The Series A-1 warrant had an exercise price of $4.76 per share, was immediately exercisable and was to expire in October 2028. In August 2019, in connection with the Amended Sub Agreement, the Company canceled the outstanding Series A-1 warrant and in replacement issued a warrant to purchase 580,383 shares of Series B convertible preferred stock. The warrant had an exercise price of $2.88 per share, is immediately exercisable and expires in September 2029. At the Effective Time of the Merger, the warrants to purchase shares of Series B convertible preferred stock were converted to warrants to purchase 580,383 shares of common stock at a price of $2.88 per share. At December 31, 2020, the future minimum payments required under the Sub Agreement, including the final payment, are as follows as of: Years ending December 31: 2021 $ 3,719,265 2022 4,190,960 2023 1,511,938 9,422,163 End of term charge 650,000 10,072,163 Less unamortized debt discount (194,816 ) Sub agreement borrowing net of discount 9,877,347 Less current portion (3,719,265 ) Sub agreement borrowings, non-current portion $ 6,158,082 Convertible Promissory Notes In August 2019, the Company issued convertible promissory notes to certain existing shareholders and received cash proceeds of $3,303,535. The notes accrued simple interest of 6% per year and, if not converted, were to mature in January 2020. All principal and interest were due at maturity. The convertible promissory notes contained a contingent beneficial conversion feature whereby the convertible promissory notes automatically convert to capital stock that is sold in a qualified financing that raises aggregate gross proceeds in excess of $14,700,000. The conversion price was 90% of the lowest selling price per share in the qualified financing. In September 2019, the Company completed a qualified financing (Note 8) and the principal amount plus $15,748 of accrued interest converted into 1,281,631 shares of Series B convertible preferred stock. In addition, the Company issued warrants to purchase up to 378,836 shares of Series B convertible preferred stock at a price of $2.88 per share with an initial aggregate fair value of $709,962 which are immediately exercisable and expire in September 2029. As a result of the contingent beneficial conversion feature, the Company recognized interest expense of $1,078,769 at the date of conversion. At the Effective Time of the Merger, the warrants to purchase shares of Series B convertible preferred stock were converted to warrants to purchase 378,836 shares of common stock at a price of $2.88 per share. Paycheck Protection Program On April 11, 2020, the Company entered into an original loan agreement with East West Bank as the lender for a loan in an aggregate principal amount of $2,180,300 (“PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and implemented by the U.S. Small Business Administration. The PPP Loan matures in two years and bears interest at a rate of 1% per year, with all payments deferred through the six-month anniversary of the date of the PPP Loan. Principal plus accrued unpaid interest is to be paid in one payment two years after the date of this note and may be prepaid by the Company at any time prior to maturity without penalty. The Company may apply for forgiveness of amounts due under the PPP Loan, with the amount of potential loan forgiveness to be calculated in accordance with the requirements of the CARES Act based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-24 week period after the origination date of the Loan. The Company used proceeds of the Loan for payroll and other qualifying expenses. As of December 31, 2020, the outstanding balance on the PPP Loan was $2,180,300 and has been classified as a long-term liability in notes payable in the accompanying consolidated balance sheet. On November 19, 2020, the Company applied for forgiveness of the full principal amount. No assurance can be given that the Company will be granted forgiveness of the PPP Loan in whole or in part. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Preferred Stock and Convertible Preferred Stock | 8. Common Stock, Preferred Stock and Convertible Preferred Stock Common Stock The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s board of directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through December 31, 2020. In connection with the Merger, as discussed in Note 1, the Company issued 2,166,667 shares of common stock to the former shareholders of Malo Holdings Corporation. The Company paid $555,174 to several unaccredited investors of Private Augmedix in lieu of issuing shares. As of December 31, 2020, the Company accrued $31,527 for remaining payments to be made to unaccredited investors in lieu of issuing shares. Following the Effective Time of the Merger, the Company sold 8,472,188 shares of common stock pursuant to an initial closing of a private placement offering for up to 10,000,000 shares of common stock (plus up to an additional 1,666,667 shares of 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 (“Offering”) for aggregate gross proceeds of $25.4 million. The Company incurred issuance costs of $3.0 million. Also, the private placement agents received warrants to purchase up to 164,745 shares of the Company’s common stock with a term of five years and an exercise price of $3.00 per share. In November 2020, the Company sold 666,667 additional shares of common stock pursuant to an additional closing of the Offering (“Additional Closing”) for aggregate gross proceeds of $2.0 million. The Company incurred issuance costs of $160,000. In connection with the Additional Closing, the placement agents received warrants to purchase up to 53,333 shares of the Company’s common stock with a term of five years and an exercise price of $3.00 per share. Common Stock Warrants In October 2018 and August 2019, the Company issued warrants to nonemployees to purchase 1,052 and 4,208 shares of common stock, respectively. The warrants have an exercise price of $39.76 per share and $0.86 per share, are immediately exercisable and expire in August 2028 and August 2024, respectively. The Company determined the fair value of the warrants to be immaterial to the consolidated financial statements as a whole. At December 31, 2020, the Company had the following warrants outstanding to acquire shares of its common stock: Expiration Date Shares of Exercise August 7, 2024 4,208 $ 0.86 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 September 2, 2029 2,767,836 $ 2.88 2,991,499 Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s board of directors are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series. As of December 31, 2020 there were no shares of preferred stock issued or outstanding. Convertible Preferred Stock In connection with the Merger, as discussed in Note 1, the Company issued 14,804,274 shares of its common stock to holders of convertible preferred stock of Private Augmedix. No convertible preferred securities were outstanding as of December 31, 2020. As of December 31, 2019, convertible preferred stock consisted of the following shares outstanding: Shares Issued and Outstanding Series A 2,683,500 Series A-1 5,367,001 Series B 6,588,542 14,693,043 In September and October 2019, Private Augmedix raised $15,271,440 in cash proceeds through issuance of 5,306,910 shares of Series B convertible preferred stock (“Series B”) to certain existing shareholders and warrants to purchase up to 1,751,279 shares of Series B at a price of $2.88 per share. The warrants are immediately exercisable and expire in September 2029. The proceeds were first allocated to the warrant liability based on an initial fair value of $3,281,216, with a corresponding amount recorded as a reduction in the carrying amount of the Series B. Private Augmedix incurred issuance costs of $52,893 which were recorded as a reduction of the proceeds. In addition, the Private Augmedix also issued 1,281,631 shares of Series B in exchange for the conversion of convertible promissory notes and accrued interest. In February 2020, Private Augmedix raised $499,999 in cash proceeds through issuance of 173,752 shares of Series B to certain existing shareholders and warrants to purchase up to 57,338 shares of Series B at a price of $2.88 per share, are immediately exercisable and expire in September 2029. The proceeds were first allocated to the warrant liability based on an initial fair value of $95,478 with a corresponding amount recorded as a reduction in the carrying amount of the Series B. Private Augmedix incurred issuance costs of $4,017 which were recorded as a reduction of the proceeds. Series B Convertible Preferred Stock Warrants In August 2019, in connection with amending its Sub Agreement (Note 7), the Company issued a warrant to purchase 580,383 shares of Series B. In September and October 2019, in connection with the Series B financing and the conversion of convertible promissory notes, the Company issued warrants to purchase 2,130,115 shares of Series B. In February 2020, in connection with the Series B financing, the Company issued warrants to purchase 57,338 shares of Series B. At the Effective Time of the Merger, the warrants to purchase shares of Series B were converted to warrants to purchase 2,767,836 shares of common stock at a price of $2.88 per share are immediately exercisable and expire in September 2029. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 9. Equity Incentive Plan At the Effective Time of the Merger, the Company assumed Private Augmedix’s 2013 Equity Incentive Plan (“2013 Plan”). Options granted under the Plan may be incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”) and restricted stock awards (“RSAs”). ISOs may be granted only to Company employees and directors. NSOs, SARs and RSAs may be granted to employees, directors, advisors and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price. No shares of restricted stock, no stock appreciation rights and no RSUs were granted under the 2013 Plan after August 31, 2020. Pursuant to the Merger, the Company adopted the 2020 Equity Incentive Plan (“2020 Plan”) which serves as successor to the 2013 Plan. The 2020 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards, cash awards, and stock bonus awards. Certain awards provide for accelerated vesting in the event of a change in control. Options issued may have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Board of Directors. Vesting generally occurs over a period of not greater than four years The number of shares reserved for issuance under the 2020 Plan will increase automatically on January 1, 2021 through 2030 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately preceding January 1, or a number as may be determined by the Board of Directors. As of December 31, 2020, 600,102 shares remained available for grant under the 2020 Plan. The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 General and administrative $ 444,495 $ 256,508 Sales and marketing 126,632 69,856 Research and development 65,518 55,921 Cost of revenues 31,427 14,814 $ 668,072 $ 397,099 No income tax benefits have been recognized in the consolidated statements of operations for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment through December 31, 2020. The fair value of options is estimated using the Black Scholes option pricing model which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk free interest rate and dividend yield. The fair value of each grant of options during the year ended December 31, 2020 was determined using the methods and assumptions discussed below. ● The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. ● The expected volatility is based on historical volatility of the publicly traded common stock of a peer group of companies. ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. ● The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares. For the years ended December 31, 2020 and 2019, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions: December 31, 2020 2019 Expected term (in years) 5.72 6.4 Expected Volatility 42.9 % 40.5 % Risk-free rate 0.5 % 2.0 % Dividend rate — — The weighted average grant date fair value of stock option awards granted was $0.05 and $0.35 during the years ended December 31, 2020 and 2019, respectively. The following table summarizes stock option activity under the Plan for the year ended December 31, 2020: Number of Shares under Option Plan Weighted-Average Exercise Price per Option Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2019 2,749,298 $ 0.87 9.0 Granted 2,064,603 0.64 9.3 Exercised (100,059 ) 0.81 Forfeited and expired (501,985 ) 0.83 Outstanding at December 31, 2020 4,211,857 $ 0.76 8.6 Exercisable at December 31, 2020 2,374,630 $ 0.78 8.5 Vested and expected to vest at December 31, 2020 4,211,857 $ 0.76 8.6 The options exercised during the year ended December 31, 2020 had an intrinsic value of $211,019 and during the year ended December 31, 2019 had no intrinsic value. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2020 were $9,438,695 and $5,270,372, respectively. At December 31, 2020, future stock-based compensation for options granted and outstanding of $710,852 will be recognized over a remaining weighted-average requisite service period of 1.0 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Operating Leases The Company leases its office facilities in San Francisco, California under non-cancelable operating lease agreements that expire at various dates through February 2025. In addition, the Company’s subsidiary has several operating lease agreements for office space in Bangladesh, which expire at various dates through December 2028. The Bangladesh lease agreements allow for early cancellation without penalty upon providing the landlord advance notice of at least six months. Under the terms of the operating lease agreements, the Company is responsible for certain insurance and maintenance expenses. Certain of the lease agreements contain scheduled rent increases and provide for rent-free months over the term of the leases. The related rent expense for the leases is calculated on a straight-line basis with the difference between rent expense and scheduled rent payments recorded as deferred rent. Rent expense was $640,103 and $928,110 during the years ended December 31, 2020 and 2019, respectively. Future minimum rental payments under all non-cancelable operating leases are as follows: Years ending December 31: 2021 $ 340,325 2022 848,602 2023 874,060 2024 900,281 2025 150,779 Thereafter — Total $ 3,114,047 Legal In the normal course of business, the Company may receive inquiries or become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material adverse effect on the Company’s consolidated financial position or results of operations. As a result, no liability related to such claims has been recorded at December 31, 2020 or 2019. Indemnification Agreements From time to time, in the normal course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Board of Directors, employees, customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Management believes any liability arising from these agreements will not be material to the consolidated financial statements. As a result, no liability for these agreements has been recorded at December 31, 2020 or 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse. Significant components of the Company’s deferred tax assets for federal income taxes consisted of the following: December 31, Deferred tax assets 2020 2019 Net operating loss carryforwards $ 29,316,923 $ 25,485,398 Fixed assets 814,111 809,015 Accruals and other 247,802 568,119 Research & development credits 448,334 267,325 Share-based compensation 24,036 13,661 Valuation allowance (30,851,206 ) (27,143,518 ) Net deferred tax assets $ — $ — In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2020 and 2019. The valuation allowance increased by $3,707,688 and $4,691,880 during the years ended December 31, 2020 and 2019, respectively. The Company does not have unrecognized tax benefits as of December 31, 2020 or 2019. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company had net operating loss carryforwards (“NOL”) for federal and state income tax purposes at December 31, 2020 and 2019 of approximately: December 31, Combined NOL Carryforwards: 2020 2019 Federal $ 117,684,551 $ 103,460,873 State $ 68,800,720 $ 54,408,623 The net operating loss carryforwards generated prior to 2018 begin expiring in 2033 for federal and 2030 for state income tax purposes. Federal and many state net operating losses generated in 2018 and into the future now have an indefinite life. December 31, Combined Credit Carryforwards: 2020 2019 Federal $ 259,521 $ 147,597 State $ 239,004 $ 151,555 The credit carryforwards begin expiring in 2038 for federal tax purposes. The company’s state credits can be carried forward indefinitely. The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. To date, the Company has not performed an analysis to determine whether or not ownership changes have occurred since inception. A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: December 31, Rate reconciliation: 2020 2019 Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (4.3 )% (5.2 )% Permanent differences 3.9 % 2.4 % Research & development credits (1.2 )% (1.1 )% Foreign rate differential (0.6 )% (0.5 )% Other difference (0.6 )% — % Change in valuation allowance 23.8 % 25.4 % Tax provision — % — % The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s 2017 to 2019 tax years remain open and subject to examination; carryforward amounts from all tax years remain subject to adjustment. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Operating Leases In 2015, the Bangladesh subsidiary entered into agreements to rent office facilities under 10-year operating lease agreements (Note 10), with a company owned by relatives of the Company’s Director and Chief Strategy Officer. The Company paid $285,204 and $287,638 to the related party during the years ended December 31, 2020 and 2019, respectively, which is included as rent expense. At December 31, 2020 and 2019, there were no amounts owed to the related party. Convertible Promissory Notes and Series B Convertible Preferred Stock Financing As discussed in Note 7 and Note 8, the convertible promissory notes and Series B were issued to certain existing shareholders. Additionally, those same shareholders participated in the private placement offering as described in Note 8 by purchasing an aggregate of 6,336,666 shares of the Company’s common stock at a purchase price of $3.00 per share. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company has a 401(k) plan to provide defined contribution retirement benefits for all eligible employees. Participants may contribute a portion of their compensation to the plan, subject to the limitations under the Internal Revenue Code. The Company’s contributions to the plan are at the discretion of the Board of Directors. During the years ended December 31, 2020 and 2019 the Company made contributions of $81,673 and $68,914, respectively, to the plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Listing on the OTCQX Market On March 29, 2021, shares of the Company’s common stock were approved for trading on the OTCQX Best Market under the symbol “AUGX.” Loan and Security Agreement On March 25, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastward Fund Management, LLC, as the lender (“Lender”) to establish a loan facility which provides for borrowings in the aggregate principal amount of up to $17.0 million which are available to be drawn in two tranches. The first tranche of $15.0 million will be funded within five business days of the date of the Loan Agreement. The second tranche of $2.0 million is available, at the Company’s request, between October 30, 2021 and November 30, 2021, provided the Company achieves certain revenue and EBITDA thresholds. The Company is required to pay only interest during the first eighteen months after funding of the tranche and thereafter, the Company shall repay such loan amount in thirty consecutive monthly installments of principal plus accrued interest. The loan facility bears an annual interest rate of the prime rate as published in the Wall Street Journal, subject to a floor 3.25%, plus 8.75%. On the final repayment date, Company is also obligated to pay a final payment fee equal to seven and one-half percent (7.5%) of the amount of the applicable advance. Outstanding borrowings under the Loan Agreement are secured by a first priority lien on substantially all of the personal property assets of the Company, including the Company’s intellectual property. Proceeds from the Loan Agreement were used to pay off the note payable and subordinated note payable (Note 7). Issuance costs associated with the Loan Agreements are estimated at $0.2 million. In connection with the Loan Agreement, the Company issued the Lender warrants to purchase up to 346,500 shares (increasing to 392,700 shares upon funding of the second tranche) shares of common stock that were immediately vested with an exercise price of $3.00 per share and a term of the earlier of i) March 24, 2031 and ii) the third anniversary of the Company’s listing on Nasdaq. The Warrant also provides that any shares issued pursuant to the Warrant are entitled to the registration rights afforded to holders of the Company’s stock, all as set forth in those certain outstanding Registration Rights Agreement dated as of October 5, 2020. The Company and Lender also entered into a Co-Investment Agreement, which grants to the Lender and its affiliates a right to purchase in the Company’s future private equity financings up to a total $3,000,000 (if the Company only draws the first tranche) or $3,400,000 (if the Company draws the second tranche) at the same per share purchase price and terms as other investors in such private equity financings. Stock Option Grants In January and March 2021, the Company granted 540,126 and 1,843,489 stock options, respectively, with a weighted average exercise price of $3.00. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by ASUs of the FASB. The accompanying consolidated financial statements include the accounts of Augmedix, Inc. and its wholly-owned subsidiaries, Augmedix Operating Corporation, Augmedix Bangladesh Limited and Augmedix Solutions Private Limited. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. The Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and the valuation of the warrant liability and stock-based compensation, including the underlying fair value of the preferred and common stock. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. |
Reverse Stock Split | Reverse Stock Split In March 2019, the Board of Directors approved an amendment of the Company’s Certificate of Incorporation approving a 10:1 reverse stock split on all authorized and outstanding shares of common stock and preferred stock. All references to common stock share, preferred stock share and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect, where applicable, the reverse stock split, as indicated. |
Foreign Currency Transactions, Translations and Foreign Operations | Foreign Currency Transactions, Translations and Foreign Operations The functional currency of the Bangladesh and India subsidiaries are the Bangladeshi Taka and Indian Rupee, respectively. All assets and liabilities denominated in each entity’s functional currency are translated into the United States Dollar using the exchange rate in effect as of the balance sheet dates. Expenses are translated using the weighted average exchange rate for the reporting period. The resulting translation gains and losses are recorded within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity (deficit). Foreign currency transaction gains and losses are recorded within other income (expense) in the accompanying consolidated statements of operations and comprehensive loss. Transaction gains and losses were not material for the years ended December 31, 2020 and 2019. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. |
Concentrations of Credit Risk and Major Customers | Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2020 and 2019 that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions in the U.S., Bangladesh and India. At times, deposits in financial institutions located in the U.S. may be in excess of the amount of insurance provided on such deposits by the Federal Deposit Insurance Corporation (FDIC). Cash deposits at foreign financial institutions are not insured by government agencies of Bangladesh and India. To date, the Company has not experienced any losses on its cash deposits. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. Major customers are defined as those generating revenue in excess of 10% of the Company’s annual revenue. The Company had two major customers during the year ended December 31, 2020 and two major customers during the year ended December 31, 2019. Revenues from the major customers accounted for 28% and 20% of revenue for the year ended December 31, 2020, and 26% and 17% of revenue for the year ended December 31, 2019. Accounts receivable from these customers totaled $715,563 and $892,027 at December 31, 2020 and 2019, respectively. |
Restricted Cash | Restricted Cash Restricted cash represents amounts held on deposit at a commercial bank used to secure the Company’s Note Payable. The following table provides a reconciliation of the components of cash and restricted cash reported in the Company’s consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows: December 31, 2020 2019 Cash $ 20,762,084 $ 9,603,266 Restricted cash 2,210,902 2,000,119 Total cash and restricted cash presented in the consolidated statements of cash flows $ 22,972,986 $ 11,603,385 |
Accounts receivable | Accounts receivable and allowance for doubtful accounts Accounts receivable primarily relates to amounts due from customers, which are typically due within 30 to 60 days from invoice date. The Company provides credit to its customers in the normal course of business and maintains allowances for potential credit losses. The Company does not require collateral or other security for accounts receivable. To reduce credit risk with accounts receivable, the Company performs ongoing evaluations of its customers’ financial condition. Historically, such losses have been immaterial and within management’s expectations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software and equipment using the straight-line method over their estimated useful lives, ranging from one to three years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives, ranging from five to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. Repairs and maintenance are expensed as incurred by the Company. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets, less costs to sell. The Company did not record any expense related to asset impairment in 2020 or 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Level 2: Level 3: An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Convertible Preferred Stock Warrants | Convertible Preferred Stock Warrants Accounting standards require that freestanding warrants and similar instruments, due to settlement features of the financial instruments, should be accounted for as a preferred stock warrant liability even though the underlying shares of capital stock may be classified as equity. Such warrants are measured and recognized at fair value, and subject to re-measurement at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense) on the accompanying consolidated statements of operations and comprehensive loss until the warrants are exercised or expire. |
Revenue Recognition | Revenue Recognition ASC Topic 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company derives its revenue through a recurring subscription model. The Company enters into contracts or agreements with its customers with a general initial term of one year. Customers are invoiced in advance and must generally pay an upfront implementation fee. The upfront implementation fee is deferred and recognized over the initial term of the contract and customer prepayments are deferred and included in the accompanying consolidated balance sheets in deferred revenues. Revenues are recognized when the professional services are provided to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenues are earned from customers primarily located in the U.S. After the initial term, contracts are cancellable by the customer at their discretion with a 90 day notice. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. Except for two U.S. state sales tax jurisdictions, applicable taxes, including local, sales, value added tax, etc., are the responsibility of the customer to self-assess and remit to proper tax authorities. Revenue is recognized net of any sales taxes. The Company also generates revenue from data service projects, which includes discrete projects to complete certain tasks or provide other services to customers. These services represent separate performance obligations which are recognized as revenue as the services are performed. Contract Balances and Accounts Receivable Changes in the contract liability deferred revenue account were as follows for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Balance, beginning of year $ 5,510,460 $ 4,865,499 Deferral of revenue 16,411,279 14,752,642 Recognition of unearned revenue (16,483,184 ) (14,107,681 ) Balance, end of year $ 5,438,555 $ 5,510,460 Accounts receivable, net from customers was $2,692,540 and $2,290,803 as of December 31, 2020 and 2019, respectively. Deferred revenue consists of billings or payments received in advance of revenue recognized for the Company’s services, as described above, and is recognized as revenue as earned. As of December 31, 2020, the Company expects to recognize $5,438,555 from remaining performance obligations over the next 12 months. |
Customer Deposits | Customer Deposits Customer deposits consists of deposits received by the Company, as required on certain contracts and agreements, which are refundable at the termination of the contract. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of salaries and related expenses, overhead, contract labor and third party services from remote documentation specialist vendors, depreciation expense related to the glass equipment and information technology costs incurred directly in the Company’s revenue-generating activities. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Stock-based awards issued to nonemployees were revalued at each reporting period until the award vests. On January 1, 2019, the Company early adopted FASB ASU 2018-7, Compensation – Stock Compensation (ASC Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related expenses, licensing costs and other direct expenses. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses incurred by the Company were $155,835 and $51,919 for the years ended December 31, 2020 and 2019, respectively. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss, which includes the Company’s net loss as well as changes in equity from non-stockholder sources, as a separate component of stockholders’ equity (deficit). In the Company’s case, the change in equity included in comprehensive loss is the cumulative foreign currency translation adjustments. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants which would result in the issuance of incremental common stock. In computing basic and diluted net loss per share, the weighted average number of shares is the same for both calculations due to the fact that a net loss existed for the years ended December 31, 2020 and 2019. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2020 2019 Convertible preferred stock — 14,639,043 Convertible preferred stock warrants — 2,710,498 Common stock warrants 2,991,499 5,585 Stock options 4,211,857 2,749,298 7,203,356 20,104,424 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASC Topic 842, Leases, In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | December 31, 2020 2019 Cash $ 20,762,084 $ 9,603,266 Restricted cash 2,210,902 2,000,119 Total cash and restricted cash presented in the consolidated statements of cash flows $ 22,972,986 $ 11,603,385 |
Schedule of liability deferred revenue | Years Ended December 31, 2020 2019 Balance, beginning of year $ 5,510,460 $ 4,865,499 Deferral of revenue 16,411,279 14,752,642 Recognition of unearned revenue (16,483,184 ) (14,107,681 ) Balance, end of year $ 5,438,555 $ 5,510,460 |
Schedule of Weighted Average Number of Shares [Table Text Block] | December 31, 2020 2019 Convertible preferred stock — 14,639,043 Convertible preferred stock warrants — 2,710,498 Common stock warrants 2,991,499 5,585 Stock options 4,211,857 2,749,298 7,203,356 20,104,424 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2020 (Level 1) (Level 2) (Level 3) Liabilities Preferred stock warrant liability $ — $ — $ — December 31, 2019 (Level 1) (Level 2) (Level 3) Liabilities Preferred stock warrant liability $ — $ — $ 4,391,372 |
Schedule of significant weighted-average assumptions | October 5, December 31, 2020 2019 Risk-free interest rate 0.7 % 1.9 % Remaining contractual life of warrant (years) 8.9 9.7 Expected volatility 57.8 % 50.9 % Annual dividend yield 0 % 0 % Fair value of Series B convertible preferred stock $ 1.26 $ 1.14 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Balance, January 1, 2019 $ 328,559 Issuance of warrants in connection with Series B financing 3,991,178 Change in fair value recorded as other expense 71,635 Balance, December 31, 2019 4,391,372 Issuance of warrants in connection with Series B financing 95,478 Change in fair value recorded as other expense 743,837 Reclassification to equity (5,230,687 ) Balance, December 31, 2020 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2020 2019 Computer hardware, software and equipment $ 5,557,034 $ 5,039,545 Leasehold improvements 2,186,239 2,072,006 Furniture and fixtures 270,943 262,865 8,014,216 7,374,416 Less: accumulated depreciation and amortization (7,021,842 ) (6,161,390 ) $ 992,374 $ 1,213,026 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2020 2019 Accrued compensation $ 1,711,377 $ 1,196,723 Accrued other 611,947 530,924 Accrued vendor partner liabilities 559,478 769,351 Deferred rent 20,877 210,010 Accrued professional fees 150,859 36,227 Accrued VAT and other taxes 54,755 23,013 $ 3,109,293 $ 2,766,248 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Years ending December 31: 2021 $ 3,719,265 2022 4,190,960 2023 1,511,938 9,422,163 End of term charge 650,000 10,072,163 Less unamortized debt discount (194,816 ) Sub agreement borrowing net of discount 9,877,347 Less current portion (3,719,265 ) Sub agreement borrowings, non-current portion $ 6,158,082 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Expiration Date Shares of Exercise August 7, 2024 4,208 $ 0.86 June 11, 2025 234 $ 96.24 November 13, 2025 218,078 $ 3.00 July 28, 2027 91 $ 106.17 August 28, 2028 1,052 $ 39.76 September 2, 2029 2,767,836 $ 2.88 2,991,499 |
Schedule of convertible preferred stock shares outstanding | Shares Issued and Outstanding Series A 2,683,500 Series A-1 5,367,001 Series B 6,588,542 14,693,043 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Year ended December 31, 2020 2019 General and administrative $ 444,495 $ 256,508 Sales and marketing 126,632 69,856 Research and development 65,518 55,921 Cost of revenues 31,427 14,814 $ 668,072 $ 397,099 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | December 31, 2020 2019 Expected term (in years) 5.72 6.4 Expected Volatility 42.9 % 40.5 % Risk-free rate 0.5 % 2.0 % Dividend rate — — |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares under Option Plan Weighted-Average Exercise Price per Option Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2019 2,749,298 $ 0.87 9.0 Granted 2,064,603 0.64 9.3 Exercised (100,059 ) 0.81 Forfeited and expired (501,985 ) 0.83 Outstanding at December 31, 2020 4,211,857 $ 0.76 8.6 Exercisable at December 31, 2020 2,374,630 $ 0.78 8.5 Vested and expected to vest at December 31, 2020 4,211,857 $ 0.76 8.6 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Years ending December 31: 2021 $ 340,325 2022 848,602 2023 874,060 2024 900,281 2025 150,779 Thereafter — Total $ 3,114,047 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, Deferred tax assets 2020 2019 Net operating loss carryforwards $ 29,316,923 $ 25,485,398 Fixed assets 814,111 809,015 Accruals and other 247,802 568,119 Research & development credits 448,334 267,325 Share-based compensation 24,036 13,661 Valuation allowance (30,851,206 ) (27,143,518 ) Net deferred tax assets $ — $ — |
Summary of Operating Loss Carryforwards [Table Text Block] | December 31, Combined NOL Carryforwards: 2020 2019 Federal $ 117,684,551 $ 103,460,873 State $ 68,800,720 $ 54,408,623 |
Summary of Tax Credit Carryforwards [Table Text Block] | December 31, Combined Credit Carryforwards: 2020 2019 Federal $ 259,521 $ 147,597 State $ 239,004 $ 151,555 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, Rate reconciliation: 2020 2019 Federal tax benefit at statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (4.3 )% (5.2 )% Permanent differences 3.9 % 2.4 % Research & development credits (1.2 )% (1.1 )% Foreign rate differential (0.6 )% (0.5 )% Other difference (0.6 )% — % Change in valuation allowance 23.8 % 25.4 % Tax provision — % — % |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Nature of Business (Details) [Line Items] | ||
Common stock value | $ 2,686 | $ 83 |
Additional paid-in capital amount | $ 87,051,058 | $ 3,174,102 |
Loss per share adjusted price (in Dollars per share) | $ (2.22) | $ (22.24) |
Description of substantial going concern | the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. | |
Net Income (Loss) Attributable to Noncontrolling Interest | $ 15,600,000 | $ 18,500,000 |
Accumulated deficit | $ 83,900,000 | |
Common share [Member] | ||
Organization and Nature of Business (Details) [Line Items] | ||
Description of conversion ratio | At the Effective Time, each of Private Augmedix’s shares of Series B convertible preferred stock and common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive (a) 0.420864013 shares of the Company’s common stock (the “Common Share Conversion Ratio”) (in the case of shares held by accredited investors) or (b) $3.00 multiplied by the Common Share Conversion Ratio (in the case of shares held by unaccredited investors and those with an entitlement to shares of Private Augmedix’s capital stock). | |
Price of conversion ratio (in Dollars per share) | $ 3 | |
Maximum [Member] | ||
Organization and Nature of Business (Details) [Line Items] | ||
Common stock value | 198 | |
Additional paid-in capital amount | $ 3,174,102 | |
Loss per share adjusted price (in Dollars per share) | $ 22.24 | |
Minimum [Member] | ||
Organization and Nature of Business (Details) [Line Items] | ||
Common stock value | $ 83 | |
Additional paid-in capital amount | $ 3,173,987 | |
Loss per share adjusted price (in Dollars per share) | $ 9.36 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of segment | 1 | |
Number of customers | 2 | 2 |
Accounts receiveble from customers | $ 715,563 | $ 892,027 |
Property and equipment estimated useful lives, description | The Company depreciates computer hardware, software and equipment using the straight-line method over their estimated useful lives, ranging from one to three years. The Company depreciates furniture and fixtures using the straight-line method over their estimated useful lives, ranging from five to seven years. | |
Accounts receivable, net | $ 2,692,540 | 2,290,803 |
Recognition of Deferred Revenue | 5,438,555 | |
Advertising expenses | $ 155,835 | $ 51,919 |
Sales Revenue [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Sales Revenue [Member] | Customer One [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 28.00% | |
Sales Revenue [Member] | Customer Two [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risk, percentage | 20.00% | 17.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the components of cash and restricted cash - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of reconciliation of the components of cash and restricted cash [Abstract] | ||
Cash | $ 20,762,084 | $ 9,603,266 |
Restricted cash | 2,210,902 | 2,000,119 |
Total cash and restricted cash presented in the consolidated statements of cash flows | $ 22,972,986 | $ 11,603,385 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of liability deferred revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of liability deferred revenue [Abstract] | ||
Balance, beginning of year | $ 5,510,460 | $ 4,865,499 |
Deferral of revenue | 16,411,279 | 14,752,642 |
Recognition of unearned revenue | (16,483,184) | (14,107,681) |
Balance, end of year | $ 5,438,555 | $ 5,510,460 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 7,203,356 | 20,104,424 |
Stock options [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 4,211,857 | 2,749,298 |
Convertible preferred stock [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 14,639,043 | |
Convertible preferred stock warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 2,710,498 | |
Common stock warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted-average shares of common stock outstanding [Line Items] | ||
Weighted-average shares of common stock outstanding | 2,991,499 | 5,585 |
Malo Holdings Corporation Mer_2
Malo Holdings Corporation Merger (Details) | Dec. 31, 2020USD ($) |
Business Combinations [Abstract] | |
Cash | $ 4,000 |
Payables and accruals | 56,000 |
Closing amount | 50,000 |
Transaction costs | $ 753,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Subordinated note payable [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Financial instruments fair value | $ 10,600,000 |
Fair value carrying value | 10,072,163 |
PPP Loan [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Financial instruments fair value | 1,900,000 |
Fair value carrying value | $ 2,180,300 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
(Level 1) [Member] | ||
Liabilities | ||
Preferred stock warrant liability | ||
(Level 2) [Member] | ||
Liabilities | ||
Preferred stock warrant liability | ||
(Level 3) [Member] | ||
Liabilities | ||
Preferred stock warrant liability | $ 4,391,372 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of significant weighted-average assumptions - $ / shares | Oct. 05, 2020 | Dec. 31, 2019 |
Schedule of significant weighted-average assumptions [Abstract] | ||
Risk-free interest rate | 0.70% | 1.90% |
Remaining contractual life of warrant (years) | 8 years 10 months 24 days | 9 years 8 months 12 days |
Expected volatility | 57.80% | 50.90% |
Annual dividend yield | 0.00% | 0.00% |
Fair value of Series B convertible preferred stock (in Dollars per share) | $ 1.26 | $ 1.14 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Series B preferred stock warrant liability measured at fair value recurring basis using significant unobservable inputs - (Level 3) [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 328,559 | |
Issuance of warrants in connection with Series B financing | $ 95,478 | 3,991,178 |
Change in fair value recorded as other expense | 743,837 | $ 71,635 |
Reclassification to equity | (5,230,687) | |
Ending balance | $ 4,391,372 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 867,000 | $ 949,006 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,014,216 | $ 7,374,416 |
Less: accumulated depreciation and amortization | (7,021,842) | (6,161,390) |
Property and equipment, net | 992,374 | 1,213,026 |
Computer hardware, software and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,557,034 | 5,039,545 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,186,239 | 2,072,006 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 270,943 | $ 262,865 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Accrued compensation | $ 1,711,377 | $ 1,196,723 |
Accrued other | 611,947 | 530,924 |
Accrued vendor partner liabilities | 559,478 | 769,351 |
Deferred rent | 20,877 | 210,010 |
Accrued professional fees | 150,859 | 36,227 |
Accrued VAT and other taxes | 54,755 | 23,013 |
Accrued expenses and other current liabilities | $ 3,109,293 | $ 2,766,248 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 11, 2020 | Nov. 30, 2020 | Feb. 29, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | Oct. 31, 2018 | May 31, 2018 | May 31, 2017 | Jun. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt (Details) [Line Items] | |||||||||||
Maintain minimum amount | $ 2,000,000 | ||||||||||
Outstanding balance of note payable | $ 2,893,667 | $ 2,893,667 | |||||||||
Purchase of shares (in Shares) | 1,666,667 | ||||||||||
Exercisable and expire | In addition, the Company issued warrants to purchase up to 378,836 shares of Series B convertible preferred stock at a price of $2.88 per share with an initial aggregate fair value of $709,962 which are immediately exercisable and expire in September 2029. | The warrants have an exercise price of $96.24 per share and $106.17 per share, are immediately exercisable and expire in June 2025 and July 2027, respectively. | The warrant had an exercise price of $148.10 per share, was immediately exercisable and was to expire in July 2027. | ||||||||
Maturity date description | the Company amended the Sub Agreement (“Amended Sub Agreement”) to extend the interest-only period through December 2020 and the maturity date to April 2023. Following the interest-only period, the Amended Sub Agreement requires 28 equal payments of principal and interest through March 2023, and a final lump sum payment of outstanding principal and interest at maturity. | Pursuant to the Sub Agreement, a final payment of $650,000 is payable at the maturity date in April 2023. | |||||||||
Amortized discount | $ 105,739 | 327,138 | |||||||||
Unamortized discount | 194,816 | 300,555 | |||||||||
Fair value of warrant | $ 95,478 | 743,837 | 71,635 | ||||||||
Cash proceeds | $ 3,303,535 | ||||||||||
Maturity date | The notes accrued simple interest of 6% per year and, if not converted, were to mature in January 2020. | ||||||||||
Interest expense | $ 1,078,769 | ||||||||||
Outstanding balance | $ 2,180,300 | ||||||||||
Security agreement [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Borrowings amount | $ 3,500,000 | ||||||||||
Interest rate | 3.62% | 5.25% | |||||||||
Description of debt | The Agreement initially required monthly interest- only payments through December 2016, followed by 30 equal payments of principal and interest beginning January 2017 through its maturity in June 2019. However, the Agreement was amended multiple times, most recently in December 2020 and January 2021 to change the principal payment from a lump sum payment at December 31, 2020 to a 12-month amortization starting January 31, 2021 and be fully repaid on December 31, 2021. The Company must maintain at least $2,000,000 in an account with and under the control of the commercial bank, that reduces in line with the loan balance once the loan balance declines below $2,000,000. | ||||||||||
Sub Agreement [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Borrowings amount | $ 10,000,000 | ||||||||||
Interest rate | 12.00% | 12.00% | |||||||||
Purchase of shares (in Shares) | 3,376 | ||||||||||
Warrant exercise price (in Dollars per share) | $ 148.10 | ||||||||||
Maturity date | Pursuant to the Sub Agreement, a final payment of $650,000 is payable at the maturity date in April 2023. | ||||||||||
Final payment | $ 650,000 | ||||||||||
Legal cost | 279,757 | ||||||||||
Amortized discount | 1,195,012 | ||||||||||
Fair value of warrant | $ 265,255 | ||||||||||
Convertible Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Cash proceeds | $ 3,303,535 | ||||||||||
Accrued interest rate | 0.06 | ||||||||||
Gross proceeds | $ 14,700,000 | ||||||||||
Percentage of conversion price | 90.00% | ||||||||||
PPP Loan [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Interest rate | 1.00% | ||||||||||
Description of debt | The PPP Loan matures in two years and bears interest at a rate of 1% per year, with all payments deferred through the six-month anniversary of the date of the PPP Loan. Principal plus accrued unpaid interest is to be paid in one payment two years after the date of this note and may be prepaid by the Company at any time prior to maturity without penalty. The Company may apply for forgiveness of amounts due under the PPP Loan, with the amount of potential loan forgiveness to be calculated in accordance with the requirements of the CARES Act based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-24 week period after the origination date of the Loan. | ||||||||||
Principal amount | $ 2,180,300 | ||||||||||
Outstanding balance | $ 2,180,300 | ||||||||||
Commercial bank [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Maintain minimum amount | $ 2,000,000 | ||||||||||
Purchase of shares (in Shares) | 234 | ||||||||||
Warrant exercise price (in Dollars per share) | $ 96.24 | ||||||||||
Series A-2 [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 3,376 | ||||||||||
Series B convertible preferred stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 580,383 | 12,576 | 580,383 | ||||||||
Warrant exercise price (in Dollars per share) | $ 2.88 | $ 2.88 | |||||||||
Fair value of warrant | 709,962 | ||||||||||
Principal amount | $ 15,748 | ||||||||||
Converted shares (in Shares) | 1,281,631 | ||||||||||
Price per share (in Dollars per share) | $ 2.88 | ||||||||||
Series A-1 convertible preferred stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 100,712 | ||||||||||
Warrant exercise price (in Dollars per share) | $ 4.76 | ||||||||||
Warrant [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 91 | ||||||||||
Warrant exercise price (in Dollars per share) | $ 106.17 | ||||||||||
Common stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 666,667 | 10,000,000 | |||||||||
Common stock [Member] | Series B convertible preferred stock [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Purchase of shares (in Shares) | 378,836 | 378,836 | |||||||||
Price per share (in Dollars per share) | $ 2.88 | ||||||||||
Prime rate [Member] | Security agreement [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Interest rate | 0.50% |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future minimum payments under the sub agreement - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of future minimum payments under the sub agreement [Abstract] | ||
2021 | $ 3,719,265 | |
2022 | 4,190,960 | |
2023 | 1,511,938 | |
Total | 9,422,163 | |
End of term charge | 650,000 | |
Subordinated note payable | 10,072,163 | |
Less unamortized debt discount | (194,816) | $ (300,555) |
Sub agreement borrowing net of discount | 9,877,347 | |
Less current portion | (3,719,265) | |
Sub agreement borrowings, non-current portion | $ 6,158,082 |
Common Stock, Preferred Stock_3
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||
Nov. 30, 2020 | Feb. 29, 2020 | Aug. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Oct. 31, 2018 | |
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Lieu of issuing shares (in Dollars) | $ (52,044) | |||||||
Shares of common stock | 1,666,667 | |||||||
Warrants to purchase shares | 2,767,836 | |||||||
Exercise price per share (in Dollars per share) | $ 2.88 | |||||||
Exercisable and expire | In February 2020, Private Augmedix raised $499,999 in cash proceeds through issuance of 173,752 shares of Series B to certain existing shareholders and warrants to purchase up to 57,338 shares of Series B at a price of $2.88 per share, are immediately exercisable and expire in September 2029. | The warrants have an exercise price of $39.76 per share and $0.86 per share, are immediately exercisable and expire in August 2028 and August 2024, respectively. | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Issued shares of convertible preferred stock | 14,804,274 | |||||||
Fair value of warrant liability (in Dollars) | $ 95,478 | $ 743,837 | $ 71,635 | |||||
Issuance costs (in Dollars) | $ 52,893 | |||||||
Private Placement [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Shares of common stock | 8,472,188 | |||||||
Purchase price (in Dollars per share) | $ 3 | |||||||
Aggregate gross proceeds (in Dollars) | $ 25,400,000 | |||||||
Issuance costs (in Dollars) | $ 160,000 | $ 3,000,000 | ||||||
Warrants to purchase shares | 53,333 | 164,745 | ||||||
Exercise price per share (in Dollars per share) | $ 3 | $ 3 | ||||||
Unaccredited Investor [Member[ | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Lieu of issuing shares (in Dollars) | $ 555,174 | |||||||
Majority Shareholder [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Lieu of issuing shares (in Dollars) | $ 31,527 | |||||||
Non-employee [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Warrants to purchase shares | 4,208 | 1,052 | ||||||
Exercise price per share (in Dollars per share) | $ 0.86 | $ 39.76 | ||||||
Series B Preferred Stock [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Warrants to purchase shares | 57,338 | 1,751,279 | ||||||
Exercise price per share (in Dollars per share) | $ 2.88 | |||||||
Cash proceeds (in Dollars) | $ 499,999 | $ 15,271,440 | ||||||
Issued shares of convertible preferred stock | 173,752 | 5,306,910 | 1,281,631 | |||||
Fair value of warrant liability (in Dollars) | $ 3,281,216 | |||||||
Issuance costs (in Dollars) | $ 4,017 | |||||||
Series B Preferred Stock [Member] | Sub Agreement [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Warrants to purchase shares | 580,383 | 57,338 | 2,130,115 | |||||
Series B Preferred Stock [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Exercise price per share (in Dollars per share) | $ 2.88 | |||||||
Common Stock [Member] | ||||||||
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) [Line Items] | ||||||||
Common stock share issued | 2,166,667 | |||||||
Lieu of issuing shares (in Dollars) | $ 217 | |||||||
Shares of common stock | 666,667 | 10,000,000 | ||||||
Aggregate gross proceeds (in Dollars) | $ 2,000,000 | |||||||
Issued shares of convertible preferred stock |
Common Stock, Preferred Stock_4
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of warrants outstanding to acquire shares of its common stock - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Feb. 29, 2020 | |
Class of Warrant or Right [Line Items] | ||
Shares of common stock issuance upon exercise of warrants | 2,991,499 | |
Exercise Price Per Warrant (in Dollars per share) | $ 2.88 | |
August 7, 2024 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Aug. 7, 2024 | |
Shares of common stock issuance upon exercise of warrants | 4,208 | |
Exercise Price Per Warrant (in Dollars per share) | $ 0.86 | |
June 11, 2025 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Jun. 11, 2025 | |
Shares of common stock issuance upon exercise of warrants | 234 | |
Exercise Price Per Warrant (in Dollars per share) | $ 96.24 | |
November 13, 2025 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Nov. 13, 2025 | |
Shares of common stock issuance upon exercise of warrants | 218,078 | |
Exercise Price Per Warrant (in Dollars per share) | $ 3 | |
July 28, 2027 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Jul. 28, 2027 | |
Shares of common stock issuance upon exercise of warrants | 91 | |
Exercise Price Per Warrant (in Dollars per share) | $ 106.17 | |
August 28, 2028 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Aug. 28, 2028 | |
Shares of common stock issuance upon exercise of warrants | 1,052 | |
Exercise Price Per Warrant (in Dollars per share) | $ 39.76 | |
September 2, 2029 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration Date | Sep. 2, 2029 | |
Shares of common stock issuance upon exercise of warrants | 2,767,836 | |
Exercise Price Per Warrant (in Dollars per share) | $ 2.88 |
Common Stock, Preferred Stock_5
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of convertible preferred stock shares outstanding | Dec. 31, 2019shares |
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of convertible preferred stock shares outstanding [Line Items] | |
Shares Issued and Outstanding | 14,693,043 |
Series A [Member] | |
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of convertible preferred stock shares outstanding [Line Items] | |
Shares Issued and Outstanding | 2,683,500 |
Series A-1 [Member] | |
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of convertible preferred stock shares outstanding [Line Items] | |
Shares Issued and Outstanding | 5,367,001 |
Series B [Member] | |
Common Stock, Preferred Stock and Convertible Preferred Stock (Details) - Schedule of convertible preferred stock shares outstanding [Line Items] | |
Shares Issued and Outstanding | 6,588,542 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Incentive Plan (Details) [Line Items] | ||
Weighted average grant date fair value of stock option awards granted (in Dollars per share) | $ 0.05 | $ 0.35 |
Option exercised intrinsic value | $ 211,019 | |
Intrinsic value options outstanding | 9,438,695 | |
Intrinsic value options exercisable | 5,270,372 | |
Stock-based compensation for option granted and outstanding | $ 710,852 | |
Remaining weighted average requisite service period | 1 year | |
2020 Equity incentive Plan {Member] | ||
Equity Incentive Plan (Details) [Line Items] | ||
Options contractual life | 10 years | |
Vesting period | 4 years | |
Number of shares equal percentage | 5.00% | |
Shares remained available for grant (in Shares) | 600,102 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of share-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 668,072 | $ 397,099 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 444,495 | 256,508 |
Sales and marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 126,632 | 69,856 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 65,518 | 55,921 |
Cost of revenues [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 31,427 | $ 14,814 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of fair value of option grants weighted average assumptions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of fair value of option grants weighted average assumptions [Abstract] | ||
Expected term (in years) | 5 years 8 months 19 days | 6 years 4 months 24 days |
Expected Volatility | 42.90% | 40.50% |
Risk-free rate | 0.50% | 2.00% |
Dividend rate |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of stock option activity | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Shares under Option Plan, Outstanding Beginning balance | shares | 2,749,298 |
Weighted-Average Exercise Price per Option, Outstanding Beginning balance | $ / shares | $ 0.87 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Beginning balance | 9 years |
Number of Shares under Option Plan, Granted | shares | 2,064,603 |
Weighted-Average Exercise Price per Option, Granted | $ / shares | $ 0.64 |
Weighted- Average Remaining Contractual Life (in years), Granted | 9 years 3 months 18 days |
Number of Shares under Option Plan, Exercised | shares | (100,059) |
Weighted-Average Exercise Price per Option , Exercised | $ / shares | $ 0.81 |
Number of Shares under Option Plan, Forfeited and expired | shares | (501,985) |
Weighted-Average Exercise Price per Option, Forfeited and expired | $ / shares | $ 0.83 |
Number of Shares under Option Plan, Outstanding Ending balance | shares | 4,211,857 |
Weighted-Average Exercise Price per Option, Outstanding Ending balance | $ / shares | $ 0.76 |
Weighted- Average Remaining Contractual Life (in years), Outstanding Ending balance | 8 years 7 months 6 days |
Number of Shares under Option Plan, Exercisable | shares | 2,374,630 |
Weighted-Average Exercise Price per Option, Exercisable | $ / shares | $ 0.78 |
Weighted- Average Remaining Contractual Life (in years), Exercisable | 8 years 6 months |
Number of Shares under Option Plan, Vested and expected to vest | shares | 4,211,857 |
Weighted-Average Exercise Price per Option, Vested and expected to vest | $ / shares | $ 0.76 |
Weighted- Average Remaining Contractual Life (in years) | 8 years 7 months 6 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 640,103 | $ 928,110 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum rental payments under all non-cancelable operating leases | Dec. 31, 2020USD ($) |
Schedule of future minimum rental payments under all non-cancelable operating leases [Abstract] | |
2021 | $ 340,325 |
2022 | 848,602 |
2023 | 874,060 |
2024 | 900,281 |
2025 | 150,779 |
Thereafter | |
Total | $ 3,114,047 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 3,707,688 | $ 4,691,880 |
Operating loss carryforwards, description | The net operating loss carryforwards generated prior to 2018 begin expiring in 2033 for federal and 2030 for state income tax purposes. | |
Tax credit carryforwards, description | NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets for federal income taxes - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of deferred tax assets for federal income taxes [Abstract] | ||
Net operating loss carryforwards | $ 29,316,923 | $ 25,485,398 |
Fixed assets | 814,111 | 809,015 |
Accruals and other | 247,802 | 568,119 |
Research & development credits | 448,334 | 267,325 |
Share-based compensation | 24,036 | 13,661 |
Valuation allowance | (30,851,206) | (27,143,518) |
Net deferred tax assets |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net operating loss carryforwards (“NOL”) for federal and state income tax - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Combined NOL Carryforwards: | ||
Federal | $ 117,684,551 | $ 103,460,873 |
State | $ 68,800,720 | $ 54,408,623 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of net operating loss carryforwards - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Combined Credit Carryforwards: | ||
Federal | $ 259,521 | $ 147,597 |
State | $ 239,004 | $ 151,555 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of reconciliation of income tax | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of income tax [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
State tax, net of federal benefit | (4.30%) | (5.20%) |
Permanent differences | 3.90% | 2.40% |
Research & development credits | (1.20%) | (1.10%) |
Foreign rate differential | (0.60%) | (0.50%) |
Other difference | (0.60%) | |
Change in valuation allowance | 23.80% | 25.40% |
Tax provision |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Operating lease term | 10 years | ||
Rent expens | $ 285,204 | $ 287,638 | |
Purchasing an aggregate of shares (in Shares) | 6,336,666 | ||
Purchase price per share (in Dollars per share) | $ 3 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Conurbations plan amount | $ 81,673 | $ 68,914 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 25, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jan. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Debt financing total | $ 3,000,000 | |||
Purchase price | $ 3,400,000 | |||
Equity Option [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Stock options, granted | 1,843,489 | 540,126 | ||
Weighted average exercise price | $ 3 | $ 3 | ||
Loan and Security Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Aggregate principal amount | $ 17,000,000 | |||
Debt instrument, description | The first tranche of $15.0 million will be funded within five business days of the date of the Loan Agreement. The second tranche of $2.0 million is available, at the Company’s request, between October 30, 2021 and November 30, 2021, provided the Company achieves certain revenue and EBITDA thresholds. | |||
Debt instrument, interest rate terms | The Company is required to pay only interest during the first eighteen months after funding of the tranche and thereafter, the Company shall repay such loan amount in thirty consecutive monthly installments of principal plus accrued interest. | |||
Debt instrument maturity date, description | The loan facility bears an annual interest rate of the prime rate as published in the Wall Street Journal, subject to a floor 3.25%, plus 8.75%. On the final repayment date, Company is also obligated to pay a final payment fee equal to seven and one-half percent (7.5%) of the amount of the applicable advance. | |||
Debt issuance costs | $ 200,000 | |||
Warrants purchase, description | In connection with the Loan Agreement, the Company issued the Lender warrants to purchase up to 346,500 shares (increasing to 392,700 shares upon funding of the second tranche) shares of common stock that were immediately vested with an exercise price of $3.00 per share and a term of the earlier of i) March 24, 2031 and ii) the third anniversary of the Company’s listing on Nasdaq. | |||
Interest Rate Floor [Member] | Loan and Security Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt instrument, interest rate | 3.25% | |||
Prime Rate [Member] | Loan and Security Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt instrument, interest rate | 8.75% |