Item 1.01. Entry into a Material Definitive Agreement
On
Based upon the Company's instructions to the Agent and subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares from time to time. Under the Sales Agreement, the Agent may sell the Shares in privately negotiated transactions with the Company's prior written consent, as block transactions, or by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market or on any other existing trading market for the Shares.
The Company has agreed to pay the Agent a commission equal to 3.0% of the
aggregate gross proceeds from each sale of any Shares pursuant to the Sales
Agreement. In addition, the Company has agreed to reimburse Jefferies for the
fees and disbursements of its counsel, payable upon execution of the Sales
Agreement, in an amount not to exceed
The Company is not obligated to make any sales of the Shares under the Sales Agreement. The Offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Shares subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein. The Company or the Agent may each terminate the sales agreement at any time upon ten days' prior notice.
The Company currently intends to use any net proceeds from the Offering to fund capital expenditures, increased investment in sales and marketing, research and development and general and administrative costs as the Company increases its scale.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement.
The legal opinion of
The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Open Market Sale AgreementSM, dated as ofMay 24, 2022 , by and betweenAugmedix, Inc. andJefferies LLC . 5.1 Opinion ofMorrison & Foerster LLP . 23.1 Consent ofMorrison & Foerster LLP (included in Exhibit 5.1) . 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. 2
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