UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Augmedix, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
05105P107
(CUSIP Number)
Lori A. Schechter
Executive Vice President, Chief Legal Officer and General Counsel
McKesson Corporation
6555 State Hwy 161
Irving, TX 75039
(972) 446-4800
With a copy to:
G. Scott Lesmes, Esq.
Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 13, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05105P107
| 1. | Names of Reporting Persons.
McKesson Ventures LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,876,325(1) | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,876,325(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,325(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.9%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Includes 1,572,432 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer owned directly and 303,893 shares of Common Stock underlying the Warrant (as defined in Item 6 of the Schedule 13D) that is currently exercisable. |
| (2) | This calculation is based on 37,432,204 shares of Common Stock outstanding as of November 2, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 18, 2022, plus the 303,893 shares of Common Stock underlying the Warrant. |
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CUSIP No. 05105P107
| 1. | Names of Reporting Persons.
McKesson Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,876,325(1) | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,876,325(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,325(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.9%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO, HC | |||||
| (1) | Includes 1,572,432 shares of Common Stock of the Issuer owned directly and 303,893 shares of Common Stock underlying the Warrant (as defined in Item 6 of the Schedule 13D) that is currently exercisable. |
| (2) | This calculation is based on 37,432,204 shares of Common Stock outstanding as of November 2, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on November 18, 2022, plus the 303,893 shares of Common Stock underlying the Warrant. |
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EXPLANATORY NOTE
This Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the SEC on October 15, 2020, as amended by the Schedule 13D Amendment No. 1 filed with the SEC on September 15, 2022 (as amended by this Schedule 13D Amendment, the “Schedule 13D”) is being filed on behalf of McKesson Corporation, a Delaware corporation (“McKesson”), and its wholly owned subsidiary McKesson Ventures LLC, a Delaware limited liability company (“McKesson Ventures”, and together with McKesson, the “Reporting Persons”), with respect to the shares of Common Stock (the “Shares”), of Augmedix, Inc., a Delaware corporation (the “Issuer”).
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:
Item 2 of the Schedule 13D is hereby amended such that all references to Schedule I contained within Item 2 shall refer to the Schedule I included with this Schedule 13D Amendment.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and replaced with the following:
(a)-(b) The responses of each Reporting Person to rows 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment are hereby incorporated by reference into this Item 5.
McKesson Ventures is an indirect, wholly owned subsidiary of McKesson. As a result, McKesson may be deemed to beneficially own the Shares beneficially owned by McKesson Ventures.
Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Stock which it may be deemed to beneficially own.
(c) On December 13, 2022, the Reporting Persons sold 2,410,000 shares at a price of $1.05 per share.
(d) Not applicable.
(e) December 13, 2022.
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 16, 2022
| MCKESSON VENTURES LLC | ||
| By: | /s/ David Schulte | |
| Name: David Schulte | ||
| Title: Senior President and Managing Director | ||
| MCKESSON CORPORATION | ||
| By: | /s/ Saralisa C. Brau | |
| Name: Saralisa C. Brau | ||
| Title: Corporate Secretary & Assistant General Counsel | ||
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
MCKESSON VENTURES LLC AND MCKESSON CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS OF MCKESSON CORPORATION
The name, function, and present principal occupation or employment of each of the directors and executive officers of McKesson Corporation are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with McKesson Corporation, (ii) the business address of each director and executive officer of McKesson Corporation is 6555 State Hwy 161, Irving, TX 75039, and (iii) each such individual identified below is a citizen of the United States.
| Relationship to | ||||
Name | McKesson Corporation | Present Principal Occupation | ||
| Brian S. Tyler | Chief Executive Officer and Director, McKesson Corporation | Chief Executive Officer, McKesson Corporation | ||
| LeAnn B. Smith | Executive Vice President & Chief Human Resources Officer, McKesson Corporation | Executive Vice President & Chief Human Resources Officer, McKesson Corporation | ||
| Nancy Flores | Executive Vice President, Chief Information Officer and Chief Technology Officer, McKesson Corporation | Executive Vice President, Chief Information Officer and Chief Technology Officer, McKesson Corporation | ||
| Thomas L. Rodgers | Executive Vice President & Chief Strategy and Business Development Officer, McKesson Corporation | Executive Vice President & Chief Strategy and Business Development Officer McKesson Corporation | ||
| Lori A. Schechter | Executive Vice President, Chief Legal Officer & General Counsel | Executive Vice President, Chief Legal Officer & General Counsel | ||
| Britt J. Vitalone | Executive Vice President and Chief Financial Officer, McKesson Corporation | Executive Vice President and Chief Financial Officer, McKesson Corporation | ||
| Richard H. Carmona, M.D. | Director | Chief of Health Innovations of Canyon Ranch Inc. | ||
| Dominic J. Caruso | Director | Executive Vice President and Chief Financial Officer of Johnson & Johnson, Retired | ||
| W. Roy Dunbar | Director | Chief Executive Officer and Chairman of Network Solutions, Retired | ||
| James H. Hinton | Director | Operating Partner, Welsh Carson Anderson & Stowe | ||
| Donald R. Knauss | Director | Chief Executive Officer and Chairman of The Clorox Company, Retired | ||
| Bradley E. Lerman | Director | Senior Vice President, General Counsel and Corporate Secretary of Medtronic | ||
| Linda P. Mantia | Director | Senior Executive Vice President and Chief Operating Officer, Manulife Financial Corporation, Retired | ||
| Maria Martinez | Director | Executive Vice President and Chief Customer Experience Officer, Cisco Systems, Inc. | ||
| Susan R. Salka | Director | Chief Executive Officer and President of AMN Healthcare Services, Inc. | ||
| Kathleen Wilson-Thompson | Director | Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc., Retired | ||
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DIRECTORS AND EXECUTIVE OFFICERS OF MCKESSON VENTURES LLC
The name, function, and present principal occupation or employment of each of the directors and executive officers of McKesson Ventures LLC are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with McKesson Ventures LLC, (ii) the business address of each director and executive officer of McKesson Ventures LLC is One Post Street, San Francisco, CA 94104, and (iii) each such individual identified below is a citizen of the United States.
Name | Relationship to McKesson Ventures LLC | Present Principal Occupation | ||
| David Schulte | Senior Vice President and Managing Director | Senior President and Managing Director | ||
| Jennifer Carter | Vice President | Vice President | ||
| Michelle Snyder | Vice President | Vice President | ||
| Carrie Hurwitz Williams | Vice President | Vice President | ||
| Dana B. Allen | Assistant Secretary | Assistant Secretary | ||
| Kimberly M. Birt | Assistant Secretary | Assistant Secretary | ||
| Frank Cuevas | Assistant Secretary | Assistant Secretary | ||
| Diana Dorris | Assistant Secretary | Assistant Secretary | ||
| Theodore (Ted) Blake Grove | Assistant Secretary | Assistant Secretary | ||
| Thuy-An Nguyen | Assistant Secretary | Assistant Secretary | ||
| Paul A. Smith | Assistant Secretary | Assistant Secretary | ||
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