AUGX Augmedix Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AUGMEDIX, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

AUGMEDIX, INC.

111 Sutter Street, Suite 1300

San Francisco, California 94104

Dear Stockholders of Augmedix, Inc.:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Augmedix, Inc. (“we,” “us,” “our,” “Augmedix” or the “Company”) to be held on [ ], 2024, at [ ], Pacific Time at Augmedix’s offices at 111 Sutter Street, Suite 1300, San Francisco, California 94104.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated July 19, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Augmedix, Commure, Inc. (“Commure”), and Anderson Merger Sub, Inc. (“Merger Sub”) and approve the merger of Merger Sub with and into Augmedix (the “Merger”), with Augmedix continuing as the surviving corporation and a wholly owned direct subsidiary of Commure.

If the Merger is completed, you will be entitled to receive $2.35 in cash, without interest and subject to any applicable tax withholdings, for each share of Augmedix’s common stock, par value $0.0001 per share (Augmedix’s “common stock”) that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately 169% to the volume weighted average share price of Augmedix’s common stock over the 30 trading days ending on July 18, 2024, the last trading date before the date the Merger Agreement was executed.

Augmedix’s board of directors (the “Augmedix Board”), after considering the factors more fully described in the enclosed proxy statement, has: (1) determined that it is in the best interests of Augmedix and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the merger of Merger Sub with and into Augmedix in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) upon the terms and subject to the conditions set forth therein; (2) approved the execution and delivery of the Merger Agreement by Augmedix, the performance by Augmedix of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein and (3) resolved to recommend that the stockholders of Augmedix adopt the Merger Agreement and approve the Merger in accordance with the DGCL. Accordingly, the Augmedix Board recommends that stockholders of Augmedix vote: (1) “FOR” the adoption of the Merger Agreement and approval of the Merger; and (2) “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger and the proposals to be voted on at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Augmedix Board in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects stockholders of Augmedix.

Whether or not you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting in person, you may vote in person at the meeting even if you have previously returned your proxy card or have submitted a proxy via the internet or by telephone. Your vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. The failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement and approve the Merger is approved by the affirmative vote of the holders of a majority of the outstanding shares of Augmedix’s common stock entitled to vote on the Merger.

On behalf of the Augmedix Board, I thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated [ ], 2024 and, together with the enclosed form of proxy card, is first being mailed to holders of Augmedix’s common stock on or about [ ], 2024.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transaction documents or passed upon the adequacy or accuracy of the disclosure in this document and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

AUGMEDIX, INC.

111 Sutter Street, Suite 1300

San Francisco, California 94104

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ ], 2024

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Augmedix, Inc., a Delaware corporation (“we,” “us,” “our,” “Augmedix” or the “Company”), will be held on [ ], 2024, at [ ], Pacific Time at [ ], at Augmedix’s offices at 111 Sutter Street, Suite 1300, San Francisco, California 94104 for the following purposes:

Only stockholders of record as of the close of business on [ ], 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment or other delay thereof.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement and approve the Merger is approved by the affirmative vote of the holders of a majority of the outstanding shares of Augmedix’s common stock entitled to vote on the Merger.

Augmedix’s board of directors (the “Augmedix Board”) recommends that you vote: (1) “FOR” the adoption of the Merger Agreement and approval of the Merger; and (2) “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger at the time of the Special Meeting.

Under Delaware law, holders of Augmedix’s common stock, par value $0.0001 per share (Augmedix’s “common stock”) (and beneficial owners of Augmedix’s common stock held either in voting trust or by a nominee on behalf of such persons) who do not vote in favor of the adoption of the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Augmedix’s common stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if such stockholder (or beneficial owner) submits a written demand for appraisal prior to the vote on the Merger Agreement and complies with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section of the accompanying proxy statement captioned “The Merger-Appraisal Rights.” A copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Whether or not you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting, you may vote in person at the meeting even if you have previously returned your proxy card or have submitted a proxy via the internet or by telephone. Your vote in person at the Special Meeting will revoke any proxy that you have previously submitted.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement and approve the Merger, without your instructions. The failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement and approval of the Merger and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

San Francisco, California

[ ], 2024

PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you are a stockholder of record, attending the Special Meeting in person and voting at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from such nominee in order to vote at the Special Meeting.

If you fail to (1) sign, date, and return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) vote at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger, but will have no effect on the Adjournment Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement and approve the Merger, without your instructions. The failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or the enclosed proxy card or need help voting your shares of Augmedix’s common stock, please contact our Investor Relations department at investors@augmedix.com.

AUGMEDIX, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [ ], 2024

The accompanying proxy statement is dated [ ], 2024 and, together with the enclosed form of proxy card, is first being mailed to holders of Augmedix’s common stock on or about [ ], 2024.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement and related agreements and transactions, the Special Meeting, and the matters to be voted on at the Special Meeting. This proxy statement and the enclosed form of proxy card provide instructions for you to submit a proxy to vote your shares of Augmedix’s common stock without attending the Special Meeting and to ensure that your shares of Augmedix’s common stock are represented and voted at the Special Meeting. Your vote is very important. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy as soon as possible.

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The Merger Agreement provides that equity awards granted under Augmedix’s equity incentive plans, comprised of the Company RSUs, Company Options and Company SARS, that are outstanding and vested as of immediately prior to the Effective Time will be cancelled and converted into cash consideration equal to $2.35 multiplied by the number of shares subject to the vested equity awards (less the applicable per share exercise price, with respect to any vested Company Options and Company SARs), subject to any required tax withholdings, payable shortly after the Closing of the Merger. Equity awards that are outstanding and unvested as of immediately prior to the Effective Time will be cancelled and replaced with a right to receive a payment in cash, without interest, equal to $2.35 multiplied by the number of shares subject to the unvested equity award immediately prior to the Effective Time (less the applicable per share exercise price of those unvested shares, with respect to any unvested Company Options and Company SARs) (the “Cash Replacement Amount”), subject to any required tax withholdings. The payment of the Cash Replacement Amount will be paid at the same time that the corresponding, cancelled equity award would have vested and remain subject to generally the same terms as the corresponding, cancelled equity award, including vesting conditions. Augmedix’s equity incentive plans will terminate as of the Effective Time. Any Company Option or Company SAR with an exercise price that is equal to or greater than the Per Share Price will be cancelled without any cash payment or other consideration being made in respect of such Company Option or Company SAR. For more information, please see the section of this proxy statement captioned “The Merger Agreement-Merger Consideration-Outstanding Company RSUs, Company Options and Company SARs.”

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Stockholders of Record: Shares Registered in Your Name

Persons Holding Shares in “Street” Name.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received voting instructions from that organization rather than from Augmedix. Simply follow such voting instructions to ensure that your vote is counted. To vote during the Special Meeting, you must follow the instructions from your broker, bank or other agent.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your computing device and internet access, such as the cost of such device and the software thereon and usage charges from internet access providers and telephone companies.

The failure of any stockholder of record to have their shares voted at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote

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your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger. As described below, Augmedix does not expect any broker non-votes at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement and approve the Merger, without your instructions.

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Augmedix’s common stock “FOR” the adoption of the Merger Agreement and approval of the Merger. As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [ ] shares of Augmedix’s common stock, representing approximately [ ]% of the shares of Augmedix’s common stock outstanding as of the Record Date.

Each of the Voting Agreement Stockholders has entered into a Voting Agreement that obligates such holder to vote all of such holder’s shares of Augmedix’s common stock for the adoption of the Merger Agreement and approval of the Merger on the terms and conditions set forth in the Voting Agreement. As of the Record Date, the Voting Agreement Stockholders held, in the aggregate, approximately [ ]% of the outstanding shares of Augmedix’s common stock.

Assuming that all shares of Augmedix’s common stock beneficially held by the Voting Agreement Stockholders and our directors and officers as of the Record Date are voted in favor of the adoption of the Merger Agreement and approval of the Merger, the affirmative vote of stockholders holding an additional [ ]% percent of the outstanding shares of Augmedix’s common stock as of the Record Date is required to adopt the Merger Agreement and approve the Merger. For more information, please see the sections of this proxy statement captioned “The Merger-The Voting and Support Agreements” and “Security Ownership of Certain Beneficial Owners and Management.”

If you hold your shares in “street name,” assuming a quorum is present at the Special Meeting, the failure to instruct your bank, broker, or other nominee how to vote your shares will not have any effect on the Adjournment Proposal. As described below, Augmedix does not expect any broker non-votes at the Special Meeting.

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For a discussion of the factors that the Augmedix Board considered in determining to recommend that Augmedix stockholders adopt the Merger Agreement and approve the Merger, see the section of this proxy statement captioned “The Merger Agreement-The Augmedix Board Recommendation; Augmedix Board Recommendation Change.” In addition, in considering the recommendation of the Augmedix Board with respect to the Merger Agreement and the Merger, you should be aware that Augmedix’s directors and executive officers have interests that may be different from, or in addition to, the interests of Augmedix’s stockholders generally. For more information, please see the section of this proxy statement captioned “The Merger-Interests of Augmedix’s Directors and Executive Officers in the Merger.”

If the Merger Agreement is terminated under specified circumstances, Augmedix will be required to pay Commure a termination fee of $5,240,000, as described in the section of this proxy statement captioned “The Merger Agreement-Termination Fee.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Augmedix’s common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting in person. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of Augmedix’s common stock by proxy. You may still vote your shares of Augmedix’s common stock at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote, your previous vote by proxy will not be counted. You may attend the Special Meeting without voting at the Special Meeting, in which case your previous vote by proxy will be counted.

If you are a stockholder of record of shares of Augmedix’s common stock and you submit a signed and dated proxy card or voting instructions but do not direct how to vote on each item, the proxy holders will vote your shares “FOR” the adoption of the Merger Agreement and approval of the Merger and “FOR” the Adjournment Proposal. If any other matters properly come before the Special Meeting and you deliver a signed and dated proxy to us, your shares of Augmedix’s common stock will be voted in accordance with the discretion of the appointed proxy holders, and each of them, with full power of substitution and re-substitution.

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If you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Augmedix’s common stock at the Special Meeting even if you have previously voted by voting form. If you are present at the Special Meeting and vote, your previous vote by voting form will not be counted. You may attend the Special Meeting in person without voting at the Special Meeting, in which case your previous vote by voting form will be counted.

If you hold your shares of Augmedix’s common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting person if you obtain a “legal proxy” from your bank, broker or other nominee.

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If you properly sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement and approval of the Merger; and (2) “FOR” the Adjournment Proposal. If any other matters properly come before the Special Meeting and you deliver a properly signed and dated proxy card to us, your shares of Augmedix’s common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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A Non-U.S. Holder (as defined in the section of this proxy statement captioned “The Merger-Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Augmedix’s common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, we recommend that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal or tax advice to any holder. A more complete description of material U.S. federal income tax consequences of the Merger is provided in the section of this proxy statement captioned “The Merger-Material U.S. Federal Income Tax Consequences of the Merger.”

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Upon written or oral request, we will deliver promptly a separate copy of the proxy statement to any stockholder at a shared address to which we delivered a single copy of the proxy statement. To receive a separate copy for this Special Meeting or future annual meetings, or, if you are receiving multiple copies, to request that we only send a single copy of any future Notice of Internet Availability or proxy statement and annual report, as applicable, please call Broadridge Financial Solutions, Inc. toll-free at 1-866-540-7095 in the U.S., by email at sendmaterial@proxyvote.com, or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If your shares are held in “street name,” you will receive your proxy card or other voting information from your bank, broker or other nominee and you will return your proxy card or other voting information form(s) to your bank, broker or other nominee. You should vote on and sign and date each proxy card you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

Augmedix, Inc.

Investor Relations

111 Sutter Street, Suite 1300

San Francisco, California 94104

investors@augmedix.com

If your broker, bank, or other nominee holds your shares, you should also call your broker, bank, or other nominee for additional information.

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any documents to which Augmedix refers to in this proxy statement, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Augmedix’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed Merger, expected benefits and costs of the proposed Merger, management plans, projections and other information relating to the proposed Merger, strategies and objectives of Augmedix for future operations and other information relating to the proposed Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Form 10-K and Form 10-Q, factors and matters described in or incorporated by reference in this proxy statement, and the following factors:

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Consequently, all of the forward-looking statements contained or referred to in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (1) the information contained under this caption; and (2) information in our most recent filings on Form 10-K and Form 10-Q, including the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements contained or referred to in this proxy statement are based on information available to Augmedix as of the date of this proxy statement, and Augmedix does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by applicable law. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in other filings made from time to time with the SEC. Augmedix expressly qualifies in their entirety all forward-looking statements attributable to either Augmedix or any person acting on Augmedix’s behalf by the cautionary statements contained or referred to in this proxy statement.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Augmedix Board for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [ ], 2024, at [ ], Pacific Time at Augmedix’s offices at 111 Sutter St., Suite 1300, San Francisco, California 94104.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement and approve the Merger; (2) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger at the time of the Special Meeting; and (3) transact any other business that may properly come before the Special Meeting.

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Attending the Special Meeting

The Special Meeting will begin at [ ], Pacific Time. On the day of the meeting, each stockholder will be required to present a valid picture identification such as a driver’s license or passport and you may be denied admission if you do not. Seating will begin at [ ], Pacific Time, and the meeting will begin at [ ], Pacific Time.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 111 Sutter St., Suite 1300, San Francisco, California 94104, during regular business hours for a period of no less than ten days before the Special Meeting.

As of the Record Date, there were [ ] shares of Augmedix’s common stock issued and outstanding and entitled to vote at the Special Meeting. Each share of Augmedix’s common stock outstanding as of the close of business on the Record Date is entitled to one vote per share on each matter submitted for a vote at the Special Meeting.

The holders of a majority of the voting power of the shares of Augmedix’s common stock issued and outstanding as of the Record Date and entitled to vote, present in person or represented by proxy, will constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the Merger Agreement and approve the Merger requires the affirmative vote of the holders of a majority of the shares of Augmedix’s common stock issued and outstanding as of the Record Date.

Adoption of the Merger Agreement and approval of the Merger by our stockholders is a condition to the closing of the Merger.

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Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Augmedix’s common stock issued and outstanding as of the Record Date entitled to vote on the Adjournment Proposal that are present in person or represented by proxy at the Special Meeting and are voted for or against the Adjournment Proposal.

Failure to have your shares of Augmedix’s common stock voted at the Special Meeting will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement and approval of the Merger, but will have no effect on the outcome of the Adjournment Proposal, assuming a quorum is present.

If a stockholder abstains from voting, that abstention will have (1) the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger; but (2) no effect on the Adjournment Proposal. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. As described elsewhere in this proxy statement, we do not expect any broker non-votes. If there are broker non-votes, they will not be counted for the purpose of determining whether a quorum is present. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Augmedix’s common stock will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement and approval of the Merger, but will have no effect on the outcome of the Adjournment Proposal, assuming a quorum is present.

Shares Held by Augmedix’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [ ] shares of Augmedix’s common stock, representing approximately [ ]% of the shares of Augmedix’s common stock outstanding on the Record Date.

Each of the Voting Agreement Stockholders has entered into a Voting Agreement that obligates such holder to vote all of such holder’s shares of Augmedix’s common stock for the adoption of the Merger Agreement and approval of the Merger on the terms and conditions set forth in the Voting Agreement. As of the Record Date, the Voting Agreement Stockholders held, in the aggregate, approximately [ ]% of the outstanding shares of Augmedix’s common stock. Redmile’s Voting Agreement limits the shares required to be voted by Redmile pursuant to the Voting Agreement to, when aggregated with the shares required to be voted by the other Voting Agreement Stockholders, 45% of the total outstanding shares of Augmedix common stock, if applicable. For more information, please see the section of this proxy statement captioned “The Merger-The Voting and Support Agreements.”

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Augmedix’s common stock (1) “FOR” the adoption of the Merger Agreement and approval of the Merger and (2) “FOR” the Adjournment Proposal.

Certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, those of our stockholders generally. For more information, please see the section of this proxy statement captioned “The Merger-Interests of Augmedix’s Directors and Executive Officers in the Merger.”

Voting of Proxies

If your shares are registered in your name with our transfer agent, Vstock Transfer, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote at the Special Meeting in person. Additionally, you may grant a proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). You should follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone. Proxies submitted by telephone or via the internet for the matters brought before the Special Meeting as described in this proxy

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statement must be received by [ ], Pacific Time, [ ], 2024. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your specified voting directions.

If you plan to attend the Special Meeting in person and wish to vote at the Special Meeting, you may vote your shares during the meeting by following the instructions on your proxy card. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote, your vote will revoke any previously submitted proxy. You may attend the Special Meeting in person without voting at the Special Meeting, in which case your previous vote by proxy will be counted.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the specified directions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the adoption of the Merger Agreement and approval of the Merger; and (2) “FOR” the Adjournment Proposal. If any other matters properly come before the Special Meeting and you deliver a properly executed and dated proxy card to us, your shares of Augmedix’s common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting in person and voting with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting in person and vote your shares at the Special Meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger but will not have any effect on the Adjournment Proposal, assuming a quorum is present.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you attend the Special Meeting and vote, your vote will revoke any previously submitted proxy. You may attend the Special Meeting in person without voting at the Special Meeting, in which case your previous vote by proxy will be counted.

If you hold your shares of Augmedix’s common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

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Augmedix Board’s Recommendation

The Augmedix Board, after considering various factors described under the caption, “The Merger-Recommendation of the Augmedix Board and Reasons for the Merger,” has (1) determined that it is in the best interests of Augmedix and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the merger of Merger Sub with and into Augmedix in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (2) approved the execution and delivery of the Merger Agreement by Augmedix, the performance by Augmedix of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (3) resolved to recommend that the stockholders of Augmedix adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

Accordingly, the Augmedix Board recommends that you vote: (1) “FOR” the adoption of the Merger Agreement and approval of the Merger; and (2) “FOR” the Adjournment Proposal.

Adjournment

In addition to the proposal to adopt the Merger Agreement and approve the Merger, Augmedix’s stockholders are also being asked to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the Merger Agreement and approve the Merger if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the Merger, or the Adjournment Proposal. If a quorum is not present, the chairperson of the Special Meeting or the stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, may adjourn the Special Meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another place, if any, date or time, even if a quorum is present. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Merger Agreement.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Augmedix. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or by other means of communication. These persons will not be paid additional remuneration for their efforts. We will also request brokers and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of shares of Augmedix’s common stock that the brokers and other custodians, nominees and fiduciaries hold of record. We will reimburse them for their reasonable out-of-pocket expenses. Although no proxy solicitor has been engaged at this time, we may determine it is necessary to employ an outside firm to assist in the solicitation process. If so, we will pay the proxy solicitor reasonable and customary fees.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement and approve the Merger, we anticipate that the Merger will be consummated in the third or fourth calendar quarter of 2024. The exact timing of completion of the Merger cannot be predicted with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control.

Appraisal Rights

If the Merger is consummated, Augmedix’s stockholders (including beneficial owners of shares of common stock) who (1) do not vote in favor of the adoption of the Merger Agreement and approval of the Merger; (2) continuously hold or own, as applicable, their shares of Augmedix’s common stock through the Effective Time; (3) properly perfect appraisal of their shares of Augmedix’s common stock; (4) meet certain other

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conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of Augmedix’s common stock in connection with the Merger under Section 262 if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that holders of shares of Augmedix’s common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 will be entitled to seek appraisal of their shares of Augmedix’s common stock by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Augmedix’s common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger. Such persons seeking appraisal rights shall receive, with respect to their shares of Augmedix’s common stock (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown), interest on the amount determined by the Delaware Court of Chancery to be the fair value from the Effective Time through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares of Augmedix’s common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares of Augmedix’s common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Augmedix’s common stock.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Augmedix before the vote is taken on the proposal to adopt the Merger Agreement and approve the Merger; (2) not vote, in person or by proxy, in favor of the proposal to adopt the Merger Agreement and approve the Merger; (3) continue to hold of record or own beneficially the subject shares of Augmedix’s common stock through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under Section 262. The failure to follow exactly the procedures specified under Section 262 may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Augmedix unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262, the actual text of Section 262 controls. If you hold your shares of Augmedix’s common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker, or other nominee.

Delisting and Deregistration of Augmedix’s Common Stock

If the Merger is completed, the shares of Augmedix’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Augmedix’s common stock will no longer be publicly traded.

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Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Augmedix’s common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [ ], 2024

This proxy statement is available through the SEC’s website at www.sec.gov and on the “SEC Filings” section of Augmedix’s website located at https://ir.augmedix.com/sec-filings. The information included on Augmedix’s website is not incorporated herein by reference.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, please contact us using the instructions set forth below. Upon written or oral request, we will deliver promptly a separate copy of the proxy statement to any stockholder at a shared address to which we delivered a single copy of the proxy statement. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, please call Broadridge Financial Solutions, Inc. toll-free at 1-866-540-7095 in the United States, or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting Broadridge Financial Solutions, Inc. in the same manner.

If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Augmedix’s common stock, please contact our Investor Relations department at investors@augmedix.com.

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THE MERGER

This discussion of the Merger and the terms of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you. Unless indicated otherwise, any capitalized term used in this section and not otherwise defined has the meaning assigned to such term in the Merger Agreement.

Parties Involved in the Merger

Augmedix, Inc.

Headquartered in San Francisco, California, Augmedix provides industry-leading ambient AI medical documentation technology with ambient clinical intelligence that alleviates administrative burden and gives doctors more time to focus on patient care. Augmedix’s products extract data from natural clinician-patient conversations and convert it in real time to medical notes, which are seamlessly transferred to the electronic health record.

We offer additional value beyond the medical note through our open ecosystem of digital health solutions, our ability to provide vital data during patient visits by delivering point-of-care notifications in real time, and our transformation of unstructured data into structured data from physician-patient interactions and uploaded it directly to the health system’s data lake. This data can then provide health systems insights into workflow efficiencies, clinical outcomes, reimbursement issues, and readmissions data. Our technology vision is to enable clinicians to focus on their patients by relieving them of the administrative burden through our ambient AI documentation and data solutions. We aim to achieve this vision by automating as much of the medical note creation process as possible by combining AI technologies with structured data models. While the unstructured nature of a conversation between physician and patient creates challenges to generating a fully comprehensive and accurate note, we believe technical advances in AI and the incorporation of learnings from the tens of thousands of notes that we generate weekly will continue to improve upon the quality of our fully automated notes and result in improved operating efficiencies and a higher ROI for the clinician and health system.

Augmedix’s common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “AUGX.” Our principal executive office is located at 111 Sutter Street, Suite 1300, San Francisco, California 94104 and our telephone number is (888) 669-4885.

Commure, Inc.

Commure, Inc. is a healthcare technology platform provider connecting disparate datasets, surfacing meaningful insights, accelerating performance through a suite of intuitive applications, and enabling seamless innovation across the healthcare industry. Commure’s mission is to empower every person in the health ecosystem to deliver exceptional care. Commure’s original applications include solutions to improve staff safety, enhance clinical workflow, and bolster revenue operations. Currently, Commure enables more than 250,000 clinicians and staff across more than 500 care facilities to advance care through collaboration and supports hundreds of thousands of patients across its national network.

The principal executive office of Commure, Inc. is located at 1300 Terra Bella Avenue, Suite 200, Mountain View, California 94043.

Upon completion of the Merger, Augmedix will be a wholly owned subsidiary of Commure, Inc.

Anderson Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Commure and was formed on June 24, 2024 by Commure solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not

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engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s principal executive office is located at 1300 Terra Bella Avenue, Suite 200, Mountain View, CA 94043. Upon completion of the Merger, Merger Sub will cease to exist.

Effect of the Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, at the Effective Time, Merger Sub will merge with and into Augmedix, the separate corporate existence of Merger Sub will thereupon cease, and Augmedix will continue as the Surviving Corporation. Following the Merger, Augmedix’s common stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, Augmedix’s common stock will be deregistered under the Exchange Act, and Augmedix will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Commure and Merger Sub may agree and specify in the certificate of merger).

Effect on Augmedix if the Merger is Not Completed

If the Merger Agreement is not adopted by Augmedix stockholders, or if the Merger is not completed for any other reason:

Merger Consideration

Augmedix’s Common Stock

At the Effective Time, each share of Augmedix’s common stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive the Per Share Price, without interest and subject to applicable tax withholdings.

After the Merger is completed, you will have the right to receive the Per Share Price in respect of each share of Augmedix’s common stock that you own (subject to applicable tax withholdings), but you will no longer have

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any rights as a stockholder (except that Augmedix stockholders and beneficial owners who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares of Augmedix’s common stock as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement captioned “The Merger-Appraisal Rights”.

Outstanding Company RSUs, Company Options and Company SARs

The Merger Agreement provides that equity awards granted under Augmedix’s equity incentive plans, comprised of Company RSUs, Company Options and Company SARs, that are outstanding and vested as of immediately prior to the Effective Time will be cancelled and converted into cash consideration equal to the Per Share Price multiplied by the number of shares subject to the vested equity awards (less the applicable per share exercise price, with respect to any vested Company Options and Company SARs), subject to any required tax withholdings, payable shortly after the Closing of the Merger. Equity awards that are outstanding and unvested as of immediately prior to the Effective Time will be cancelled and replaced with payment of the Cash Replacement Amount equal to the Per Share Price multiplied by the number of shares subject to the unvested equity award immediately prior to the Effective Time (less the applicable per share exercise price, with respect to any unvested Company Options and Company SARs), subject to any required tax withholdings. The payment of the Cash Replacement Amount will be paid at the same time that the corresponding, cancelled equity award would have vested and remain subject to generally the same terms as the corresponding, cancelled equity award, including vesting conditions. Augmedix’s equity incentive plans will terminate as of the Effective Time. Any Company Option or Company SAR with an exercise price that is equal to or greater than the Per Share Price will be cancelled without any cash payment or other consideration being made in respect of such Company Option or Company SAR. For more information, please see the section of this proxy statement captioned “The Merger Agreement-Merger Consideration-Outstanding Company RSUs, Company Options and Company SARs”.

Outstanding Company Warrants

The Merger Agreement provides that the Company Warrants issued by Augmedix that are outstanding and unexercised as of immediately prior to the Effective Time will be treated in accordance with the terms of the applicable Company Warrant, as follows: (i) each Terminated Warrant shall expire or terminate immediately prior to the Effective Time without any consideration payable therefor; (ii) each In-the-Money Warrant shall be cancelled and automatically converted into the right to receive an amount in cash calculated pursuant to the terms of such In-the-Money Warrant; and (iii) unless otherwise agreed with the holders thereof prior to the Effective Time, each Unexercised Warrant shall be converted into and thereafter evidence a warrant entitling the holder thereof to receive upon exercise an amount in cash calculated pursuant to the terms of such Unexercised Warrant. For more information, please see the section of this proxy statement captioned “The Merger Agreement-Merger Consideration-Outstanding Company Warrants.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation of or among the Augmedix Board, Commure, their respective representatives and advisors or other parties.

The Augmedix Board regularly evaluates Augmedix’s strategic direction and ongoing business plans with a view toward strengthening its business and enhancing stockholder value. As part of this evaluation, the Augmedix Board has from time to time considered various potential strategic alternatives, including, among others, (1) the continuation of, and potential improvements to, Augmedix’s existing business, with Augmedix remaining an independent entity; (2) potential market expansion initiatives through internal development, acquisitions, partnerships or other commercial relationships; and (3) business combinations and other financial and strategic alternatives. In addition, members of Augmedix management regularly meet with actual and potential investors in Augmedix as well as other third parties that may have an interest in engaging in a potential

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strategic transaction with Augmedix. Members of Augmedix management regularly update the Augmedix Board with respect to these meetings, including as described below.

On July 21, 2023, Mr. Ian Shakil, Augmedix’s Founder and Chief Strategy Officer and a member of the Augmedix Board, as part of his direction by the Augmedix Board to consider potential channel and product partnerships, met with representatives of Commure to discuss a potential channel arrangement and other potential future commercial arrangements between Augmedix and Commure. A mutual confidentiality agreement was previously entered into by the operating subsidiary of Augmedix and Commure on July 20, 2023. This meeting did not include any discussion of a potential strategic transaction, and no commercial partnership or other arrangement between Augmedix and Commure was entered into at such time. Mr. Shakil later reported the conversation to the Augmedix Board.

On October 13, 2023, representatives of Commure initiated a virtual meeting with Augmedix, which was attended by Mr. Shakil and other representatives of Augmedix, for a discussion of Augmedix and Commure products. Representatives of Augmedix gave an overview of Augmedix’s offerings, and representatives of both parties discussed how certain of their respective products might work together. This meeting did not include any discussion of a potential strategic transaction, and no commercial partnership or other arrangement between Augmedix and Commure was entered into at such time. Mr. Shakil later reported the conversation to the Augmedix Board.

On March 1, 2024, the Augmedix Board held a meeting at which the Augmedix Board discussed, among other things, the rapid rise of AI in the ambient healthcare industry and the impact that this was having on both Augmedix and its competitors and the need for rapid technological and market evolution and the ongoing consolidation within the industry. In light of the foregoing, the Augmedix Board established a strategy committee of the Augmedix Board (the “Strategy Committee”), composed of William Febbo, Robert Faulkner and Roderick O’Reilly, each of whom is an independent director as defined under applicable Nasdaq rules, in order to meet with Augmedix management regularly to discuss any potential strategic transactions, to the extent applicable, and next steps and receive and review any written materials relating to any such transactions, and meet with any financial advisors retained by the Company to discuss any potential transactions, to the extent applicable. The Augmedix Board authorized the Strategy Committee to review and report to the Augmedix Board on potential strategic transactions with third parties, but did not authorize the Strategy Committee to approve or veto any such transaction. The Strategy Committee was not formed in response to any specific proposal for a strategic transaction, but was formed in light of the convenience and efficiency of having a subset of directors oversee such matters, subject to the authority of the Augmedix Board.

On April 13, 2024, Mr. Shakil spoke by videoconference with Tanay Tandon, the Chief Executive Officer of Commure, to discuss the current market and industry conditions as well as the potential of Augmedix and Commure working together in the future. No specific transaction or proposal was discussed.

On April 23, 2024, the Augmedix Board held a regularly scheduled meeting, with members of Augmedix management and a representative of Morrison Foerster in attendance. Mr. Shakil described his videoconference with Mr. Tandon and noted that a further meeting with Mr. Tandon was being scheduled. Members of Augmedix management updated the Augmedix Board on Augmedix’s business results, and, based on current results and other business indications, discussed a potential reduction of projected full year revenues.

On May 1, 2024, Mr. Shakil and Mr. Tandon met to discuss developments in the businesses of Augmedix and Commure and the current market environment in the AI healthcare industry. At the meeting Mr. Tandon raised the possibility of an acquisition of Augmedix by Commure, though no specific price was discussed.

On May 2, 2024, the Strategy Committee met, with members of Augmedix management and a representative of Morrison Foerster in attendance. Mr. Shakil discussed with the Strategy Committee his meeting with Mr. Tandon held the prior day. The Strategy Committee instructed Mr. Shakil to ask Mr. Tandon for more details regarding any proposal Commure might have for an acquisition of Augmedix.

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On May 3, 2024, Mr. Shakil met again with Mr. Tandon. During the meeting, Mr. Shakil requested, consistent with the Strategy Committee’s instructions, that Mr. Tandon provide more information regarding a potential acquisition, including a range of value to be paid.

On May 4, 2024, Mr. Tandon contacted Mr. Shakil to verbally express a non-binding indication of interest by Commure to acquire Augmedix for a total valuation of approximately $150 million. Mr. Tandon indicated that the total valuation could be higher if HCA or other Augmedix stockholders would be willing to roll over their Augmedix common stock in the transaction (instead of receiving cash consideration for their Augmedix common stock). HCA (1) beneficially owns approximately 4.99% of Augmedix’s common stock (acquired pursuant to its participation in Augmedix’s 2023 private placement of common stock and Augmedix’s 2023 registered public offering of common stock), (2) has the right to have an observer on the Augmedix Board and (3) is a significant customer of Augmedix. HCA also (1) beneficially owns under 10% of Commure’s outstanding equity interests, (2) has a representative on the board of Commure and (3) is a customer of Commure. Mr. Shakil reported the communication from Mr. Tandon to the Strategy Committee.

On May 7, 2024, Mr. Shakil met with a representative of HCA who was a member of Commure’s board of directors. Mr. Shakil met regularly with the representative of HCA as part of his communications with Augmedix’s key customers. Mr. Shakil noted to the representative of HCA that Augmedix had been introduced to Commure and was having discussions about partnerships or other transactions, though nothing had been decided. The representative of HCA indicated general support of such considerations and that HCA might be interested in maintaining an equity position in Augmedix, directly or indirectly, following any such transaction.

On May 8, 2024, Mr. Tandon communicated to Mr. Shakil that Commure was aiming to provide that week a written, non-binding proposal to acquire Augmedix, which would also provide guidance on the proposed structure of the transaction. Mr. Shakil reported the communication from Mr. Tandon to the Strategy Committee.

On May 10, 2024, Commure and the operating subsidiary of Augmedix executed an amended confidentiality agreement. The amended confidentiality agreement did not contain a standstill provision restricting Commure from making proposals with respect to the acquisition of Augmedix. Also on May 10, 2024, Mr. Shakil communicated to Mr. Tandon that, as Augmedix had previously announced publicly, Augmedix would be releasing first quarter results on May 13, 2024.

Later on May 10, 2024, Commure delivered a written, non-binding proposal for an acquisition of Augmedix by an affiliate of Commure and/or General Catalyst for $2.70 per share in cash, representing approximately $150 million in enterprise value for Augmedix (which we refer to as the “May 10 Commure Proposal”). General Catalyst is a venture capital firm with a significant investment in Commure and representatives on the board of directors of Commure. The May 10 Commure Proposal did not refer to any rollover by HCA or any other Augmedix stockholders. As part of the May 10 Commure Proposal, Commure requested that Augmedix enter into an agreement to negotiate exclusively with Commure for 60 days with respect to a potential sale transaction. The May 10 Proposal also noted that Commure envisioned Augmedix’s management playing a critical role in the combined company, and was prepared to discuss retention incentives, but Commure in fact did not make any specific proposals in those regards and no specific proposals were provided, or entered into, at any time thereafter (with representatives of each of Commure and Augmedix subsequently confirming, as discussed further below, that no continuing employment or retention incentives would be discussed between Commure and Augmedix prior to Closing unless approved in advance by the Augmedix Board). Later that day, Mr. Shakil discussed with Mr. Tandon whether, as Mr. Tandon had noted previously, a rollover by HCA or other stockholders of their Augmedix common stock in the transaction would result in Commure increasing the proposed per share price.

On May 11, 2024, the Strategy Committee determined to consider engaging a financial advisor in connection with its consideration of potential responses to the May 10 Commure Proposal and considered potential candidates to serve as financial advisor to Augmedix. Members of the Strategy Committee were well-acquainted with the qualifications and experience of Evercore Group L.L.C. (which we refer to as “Evercore”),

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which has acted as financial advisor to companies in Augmedix’s industry, including acting as underwriter in Augmedix’s 2023 registered public offering of common stock. Members of Augmedix management had also previously met with representatives of Evercore from time to time to discuss Augmedix’s business. The Strategy Committee authorized Augmedix management to invite representatives of Evercore to the next meeting of the Augmedix Board to describe their credentials and share their initial perspectives on the May 10 Commure Proposal and a potential process for considering the May 10 Commure Proposal and other potential alternatives.

On May 12, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. The HCA observer to the Augmedix Board did not participate in or receive materials relating to this meeting or any other Strategy Committee discussions relating to the potential transaction with Commure. The representatives of Morrison Foerster reviewed with the members of the Strategy Committee their fiduciary duties under Delaware law. The representatives of Evercore discussed their experience with strategic transactions and their experience with Augmedix and Augmedix’s industry. The Strategy Committee discussed the May 10 Commure Proposal, including (1) the possibility of engaging with Commure in discussions regarding a potential sale transaction, including the likelihood that Commure would improve its acquisition proposal, (2) Commure’s request for exclusivity and the possibility of initiating a process to solicit interest regarding a strategic transaction involving Augmedix from other potential counterparties and (3) other strategic alternatives available to Augmedix, including continuing to operate Augmedix as a stand-alone entity and pursuing a strategic transaction later, if at all. Given Mr. Tandon’s prior indication to Mr. Shakil that the price per share might be increased if HCA or other stockholders rolled over their Augmedix common stock in the transaction, the Strategy Committee also discussed whether HCA or any other Augmedix stockholder likely would be interested in pursuing a rollover and whether that would be beneficial to Augmedix stockholders generally. Mr. Shakil noted that a representative of HCA had told him that HCA might want to maintain, directly or indirectly, an equity interest in Augmedix after any transaction between Augmedix and Commure. Redmile Group, LLC (“Redmile”) was then the beneficial owner of approximately 40.3% of Augmedix’s outstanding shares of common stock, and, while Redmile had not been approached by Commure to roll over shares in any potential transaction, given Redmile’s large stock position, Mr. Faulkner, a managing director at Redmile, confirmed to the other Strategy Committee members on behalf of Redmile that Redmile’s preference would be to not roll over its equity interests and instead to receive the same consideration that would be received by Augmedix’s stockholders generally. Members of Augmedix management also discussed with the Strategy Committee potential opportunities and risks with respect to Augmedix’s future financial performance, including trends in Augmedix’s business and industry and potential macroeconomic risks. The Strategy Committee also discussed with Augmedix management, as a potential strategic alternative for Augmedix while continuing as a stand-alone entity, the status of discussions with a private company in the ambient AI healthcare industry (which we refer to as the “Potential Counterparty”). Members of Augmedix management had met members of the management of the Potential Counterparty in April 2024 to discuss a potential acquisition of the Potential Counterparty by Augmedix, with the consideration to be paid for in Augmedix common stock. Members of Augmedix management reported that some diligence was then ongoing but that the Potential Counterparty’s engagement with Augmedix had slowed.

Later on May 12, 2024, the Augmedix Board met. Representatives of each of Evercore and Morrison Foerster were also in attendance. The HCA observer to the Augmedix Board did not attend or receive materials relating to this or any other Augmedix Board meeting relating to the potential transaction with Commure. The Augmedix Board discussed the May 10 Commure Proposal, including (1) the possibility of engaging with Commure regarding a potential sale transaction, including the likelihood that Commure would improve its acquisition proposal, (2) Commure’s request for exclusivity and the possibility of initiating a process to solicit interest regarding a strategic transaction involving Augmedix from other potential counterparties and (3) other strategic alternatives available to Augmedix, including continuing to operate Augmedix as a stand-alone business entity and pursuing a strategic transaction later, if at all. The Augmedix Board discussed other potential parties with which Augmedix might consider engaging based on those parties’ expected or previously expressed interest in a potential strategic transaction with Augmedix and determined that it would not be appropriate at this time to agree to negotiate exclusively with Commure. As part of this discussion, members of Augmedix management

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updated the Augmedix Board on the status of discussions with the Potential Counterparty, noting that some diligence was then ongoing but that engagement by the Potential Counterparty had slowed. The Augmedix Board also discussed the potential benefits and risks of initiating a process to solicit interest in a strategic transaction from other potential parties, including the risk of potential public disclosure leaks, Augmedix management and employee distraction, and adverse impacts on Augmedix’s business and employee morale. In this regard, the Augmedix Board noted the greater likelihood of those risks in a wider private or public process relative to a more targeted outreach.

At the May 12 Augmedix Board meeting, given Mr. Tandon’s prior indication to Mr. Shakil that the price per share might be increased if HCA or any of Augmedix’s other stockholders rolled over a portion of their shares, the Augmedix Board also discussed their views on whether HCA or any other existing stockholders in Augmedix would be interested in pursuing a rollover of some or all of their equity interests in Augmedix and whether that would be beneficial to Augmedix’s stockholders generally. Mr. Shakil noted that a representative of HCA had told him that HCA might want to maintain, directly or indirectly, an equity position in Augmedix after any transaction between Augmedix and Commure. Redmile had not been approached by Commure to roll over shares in any potential transaction, but given Redmile’s large stock position, Mr. Faulkner confirmed to the other Augmedix Board members on behalf of Redmile that Redmile’s preference would be to not roll over its equity interests and instead to receive the same consideration that would be received by Augmedix’s stockholders generally. Given HCA’s role on the board of directors of Commure, and the possibility that HCA might roll over its Augmedix common stock in the transaction, the Augmedix Board determined that no HCA observer should attend any meeting of the Augmedix Board where a potential transaction with Commure was discussed and that HCA otherwise should not participate in the Augmedix Board’s discussions or receive any communications regarding the potential transaction. The representatives of Morrison Foerster reviewed with the members of the Augmedix Board their fiduciary duties under Delaware law. Members of Augmedix management also discussed with the Augmedix Board potential opportunities and risks with respect to Augmedix’s future financial performance, including trends in Augmedix’s business and industry and potential macroeconomic risks, and Augmedix’s potential financing requirements. The Augmedix Board directed management to prepare an updated and extended long-term business plan for Augmedix, reflecting Augmedix management’s estimates as to the future financial performance of Augmedix (which we refer to as the “Long-Term Business Plan”). The Augmedix Board instructed Augmedix management not to discuss any employee compensation or individual compensation arrangements with representatives of Commure or General Catalyst without obtaining prior approval of the Augmedix Board. The Augmedix Board directed management and representatives of Evercore to seek further clarity on Commure’s offer.

At the May 12 meeting, the Augmedix Board also ratified and confirmed the authority of the Strategy Committee to explore, evaluate, consider, review, and negotiate the terms of any potential strategic transaction involving Augmedix, including in response to or as alternatives to the May 10 Commure Proposal, and to oversee and direct Augmedix management and Augmedix’s advisors with respect to such matters. It was also understood that the Augmedix Board would continue to have an active role in (1) the evaluation of the May 10 Commure Proposal, (2) any subsequent proposals from Commure, (3) any discussions with any other potential acquirors with respect to a potential transaction, and (4) any broader review of strategic alternatives, and that the Strategy Committee would update and seek input from the Augmedix Board as appropriate. The Augmedix Board retained the exclusive authority to make the final decision on whether or not to pursue a potential strategic alternative. The Augmedix Board did not condition an acquisition of or other strategic transaction involving Augmedix by Commure or any other third party on the affirmative recommendation or approval of the Strategy Committee.

On May 13, 2024, Mr. Shakil contacted Mr. Tandon to discuss the May 10 Commure Proposal. During the meeting, pursuant to guidelines provided by the Strategy Committee, Mr. Shakil informed Mr. Tandon that Commure should provide a proposal assuming that Redmile would not roll its Augmedix common stock.

Later on May 13, 2024, Augmedix issued a press release announcing its first quarter financial results and updating its revenue guidance for fiscal year 2024. The updated guidance, as discussed at a prior Augmedix

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Board meeting, provided for revenues of between $52 million to $55 million for fiscal year 2024, which was a reduction from earlier guidance of revenues of between $60 million to $62 million for fiscal year 2024. On May 14, 2024, the closing trading price for Augmedix common stock fell to $1.15 per share, from a closing price of $2.34 per share on May 13, 2024.

Also on May 13, 2024, Commure delivered to Augmedix a revised written, non-binding proposal for an acquisition of Augmedix by an affiliate of Commure and/or General Catalyst, which proposed that (1) HCA would roll over all of its Augmedix common stock in the transaction and (2) Augmedix stockholders (other than HCA) would receive a price per share in cash for each share of common stock on the basis of a $150 million enterprise valuation of Augmedix (which we refer to as the “May 13 Commure Proposal”). Commure also requested that Augmedix enter into an agreement to negotiate exclusively with Commure for 60 days with respect to a potential sale transaction. Still later that day, Mr. Shakil contacted Mr. Tandon to discuss the May 13 Commure Proposal and Commure’s request for exclusivity.

On May 14, 2024, representatives of each of Commure and Augmedix met to discuss Commure’s request for exclusivity and potential transaction timing. Representatives of each of Evercore, Morrison Foerster and Belcher, Smolen & Van Loo LLP (“BSV”), Commure’s outside legal counsel, were also in attendance.

Later on May 14, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Members of Augmedix management updated the Strategy Committee with respect to the meeting held earlier that day with representatives of Commure.

Also on May 14, 2024, Mr. Shakil contacted Mr. Tandon to ask Mr. Tandon to clarify the May 13 Commure Proposal. Later on May 14, 2024, representatives of each of BSV and Morrison Foerster met to discuss Commure’s request for exclusivity. The representative of BSV stated that exclusivity was required for Commure to continue with evaluating a potential strategic transaction, but that Commure would shorten the requested exclusivity period from 60 days to 45 days.

Later on May 14, 2024, following Augmedix’s request for clarification, Commure delivered to Augmedix a revised written, non-binding proposal for an acquisition of Augmedix by an affiliate of Commure and/or General Catalyst (the “May 14 Commure Proposal”), indicating that (1) HCA would roll over all of its Augmedix common stock in the transaction and (2) Augmedix stockholders (other than HCA) would receive a price per share in cash for each share of Augmedix common stock on the basis of a $150 million enterprise valuation for the non-HCA stockholders (which would have amounted to a higher per share price as compared to the May 10 Commure Proposal and May 13 Commure Proposal as the $150 million enterprise valuation would not have included the value of any HCA rollover). Commure also reduced its requested exclusive negotiation period to 45 days.

On May 15, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. The Strategy Committee discussed the potential implications of the drop in the trading price of Augmedix’s common stock to $1.15 per share following Augmedix’s earnings release on May 13, 2024, which represented an approximately 49% drop in value from $2.34 per share at close of trading on May 13, 2024. The Strategy Committee discussed with representatives of each of Morrison Foerster and Evercore the implications of Commure’s request for exclusivity and instructed Augmedix management to not accept Commure’s request for exclusivity.

Later on May 15, 2024, Commure sent representatives of each of Evercore and Morrison Foerster an initial request for due diligence information regarding Augmedix. Also on May 15, 2024, a meeting was held with Augmedix management and representatives of Commure to discuss Commure’s exclusivity request and the terms of the amended confidentiality agreement being negotiated by Commure and Augmedix. Representatives of each of Evercore, Morrison Foerster and BSV were also in attendance. During the meeting Commure agreed to withdraw its requirement, at that time, for a period of exclusive negotiations.

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Later that day the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of each of Evercore and Morrison Foerster reported on and discussed with the Strategy Committee Commure’s withdrawal of its exclusivity request and expected diligence process. Later that day representatives of Morrison Foerster sent a draft of an amended confidentiality agreement to representatives of BSV, which contained a standstill provision.

On May 16, 2024, a meeting was held with members of Augmedix management and members of Commure management to discuss the process for Commure’s due diligence review of Augmedix. Representatives of each of Evercore and Morrison Foerster were also in attendance.

On May 17, a meeting was held with representatives of Commure and Augmedix to discuss Commure’s anticipated diligence process and the terms of the amended confidentiality agreement being negotiated by Commure and Augmedix. Representatives of each of Evercore, Morrison Foerster and BSV were also in attendance.

On May 20, 2024, a meeting was held with members of Augmedix management and members of Commure management. Representatives of each of General Catalyst, Morgan Stanley (Commure’s financial advisor), Evercore, BSV, and Morrison Foerster were also in attendance. Representatives of General Catalyst were introduced. Members of Commure management and representatives of General Catalyst discussed the due diligence process and anticipated timing for the potential transaction.

On May 21, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore discussed the status of Commure’s due diligence requests. Representatives of Evercore also discussed with the Strategy Committee a potential process to solicit interest from other potential acquirers as part of a market check, as well as the potential risks of initiating such a process as discussed at the prior meeting and the increased likelihood of those risks in a wider private or public process relative to a more targeted outreach. Members of Augmedix management provided an update on their preparation of a Long-Term Business Plan for Augmedix. Members of Augmedix management also provided the Strategy Committee with an update on discussions with the Potential Counterparty, reporting that discussions had slowed further after Augmedix had declined to provide the Potential Counterparty access to one of Augmedix’s key customers to test a product. Also on May 21, 2024, representatives of BSV provided a revised draft of the amended confidentiality agreement to representatives of Morrison Foerster.

On May 22, 2024, a meeting was held with members of Augmedix management and members of Commure management to discuss the status of the due diligence process and anticipated timing for the potential transaction. Representatives of each of General Catalyst, Morgan Stanley, Evercore, BSV and Morrison Foerster were also in attendance.

On May 23, 2024, the Augmedix Board met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Members of Augmedix management reviewed with the Augmedix Board their draft Long-Term Business Plan for Augmedix, including their current assumptions versus assumptions in prior forecasts and their projections of cash flows and financing needs. The draft Long-Term Business Plan contemplated a capital raise in 2025 to raise funds for new products and operations. The Augmedix Board discussed the draft Long-Term Business Plan and the risks and challenges in achieving the contemplated results. Representatives of Evercore provided an update on discussions with Commure to date. Representatives of Morrison Foerster provided an overview of the steps for a transaction with Commure. Representatives of Evercore also discussed a potential process to solicit interest from other potential acquirers as part of a market check. Members of Augmedix management also provided the Augmedix Board with an update on the discussions with the Potential Counterparty, which continued to reflect slow engagement by the Potential Counterparty.

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Also on May 23, 2024, representatives of Morrison Foerster sent a revised draft of the confidentiality agreement to representatives of BSV.

On May 24, 2024, representatives of Kirkland & Ellis, LLP (“Kirkland & Ellis”), outside counsel for Commure, provided a revised draft of the amended confidentiality agreement to representatives of Morrison Foerster. Later on May 24, 2024, an introductory meeting was held between the representatives of Kirkland & Ellis and representatives of Morrison Foerster, during which the current draft of the amended confidentiality agreement was discussed, and the representatives of each of Kirkland & Ellis and Morrison Foerster confirmed that no continuing employment or retention incentives would be discussed between Commure and Augmedix prior to Closing unless approved in advance by the Augmedix Board. To date, no such discussions have in fact occurred.

On May 27, 2024, representatives of Commure provided to representatives of Evercore additional due diligence questions regarding Augmedix. Also on May 27, 2024, Mr. Tandon requested a meeting with Mr. Shakil for later that week.

On May 28, 2024, the Augmedix Board met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Members of Augmedix management continued its review with the Augmedix Board their draft Long-Term Business Plan for Augmedix reflecting their projections of Augmedix’s future financial performance, including cash flows and financing needs, for fiscal years 2024 through 2033. The Augmedix Board discussed the risks and challenges in obtaining the results reflected in the draft Long-Term Business Plan, including the rate of customer adoption of Augmedix’s newer products and whether the anticipated capital raise in 2025 could be accomplished and whether it would be sufficient to fund Augmedix’s new products and operations, and provided comments and asked the members of Augmedix management to provide a revised Long-Term Business Plan at the Augmedix Board’s next meeting for the Augmedix Board’s further consideration. Representatives of Evercore also discussed with the Augmedix Board a potential process to solicit interest from other potential acquirers as part of a market check. The Augmedix Board also met in executive session, without management members of the Augmedix Board or representatives of Evercore in attendance to further discuss the draft Long-Term Business Plan, the potential transaction and related process.

On May 29, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Morrison Foerster reviewed with the Strategy Committee the current draft of the amended confidentiality agreement with Commure. The Strategy Committee approved Augmedix’s execution of the amended confidentiality agreement with Commure. The Strategy Committee also discussed Mr. Tandon’s request to meet with Mr. Shakil, and authorized Mr. Shakil to meet with Mr. Tandon in accordance with guardrails discussed during the meeting. The Strategy Committee also met in executive session without Augmedix management or representatives of Evercore in attendance and discussed the engagement of Evercore as the Company’s financial advisor.

Later on May 29, 2024, Commure and Augmedix executed the amended confidentiality agreement. The amended confidentiality agreement contained standstill provisions restricting Commure from making public proposals with respect to the acquisition of Augmedix without Augmedix’s prior consent, which restrictions would terminate automatically upon the occurrence of, among other things, Augmedix’s execution of a definitive agreement providing for the acquisition of all or a majority of Augmedix’s equity securities or assets; these standstill provisions expressly did not prevent Commure from making confidential acquisition proposals to the Augmedix Board.

On May 30, 2024, the Augmedix Board met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Members of Augmedix management reviewed with the Augmedix Board a revised draft Long-Term Business Plan for Augmedix reflecting their projections of Augmedix’s future financial performance, including cash flows and financing needs for fiscal years 2024 through 2033. The revised draft Long-Term Business Plan anticipated a $30 million capital raise in 2025, with 30 million shares of Augmedix

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common stock being sold at $1.00 each (a discount to the then trading price of Augmedix). Members of Augmedix management discussed with the Augmedix Board the assumptions, growth drivers and execution risks in the Long-Term Business Plan, including that the Long-Term Business Plan did not include any potential impact arising from near-term macroeconomic risks or from certain strategic initiatives, including applicable operating expenses and revenue, in light of the execution risk of these initiatives. Following the discussion, the Augmedix Board approved the Long-Term Business Plan and authorized Augmedix management to make portions of the Long-Term Business Plan available to Commure and other potential counterparties and to provide the Long-Term Business Plan to representatives of Evercore for their use in their financial analyses and, if requested by Augmedix, fairness opinion. The Augmedix Board also met in executive session without representatives of Evercore in attendance and approved the engagement of Evercore as Augmedix’s financial advisor. The Augmedix Board authorized the Strategy Committee to work with Augmedix management to finalize and execute the engagement letter with Evercore.

On May 31, 2024, Mr. Tandon and Mr. Shakil met to discuss progress on the potential transaction.

On June 3, 2024, a meeting to discuss diligence workstreams was held with members of Augmedix management and members of Commure management. Representatives of each of General Catalyst, Evercore, Morgan Stanley and Morrison Foerster were also in attendance.

On June 4, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided the Strategy Committee with an update on diligence workstreams. Representatives of Evercore further discussed with the Strategy Committee a potential process to solicit interest from other potential acquirers as part of a market check. Following a discussion, the Strategy Committee authorized representatives of Evercore to reach out to five potential acquirers, including both strategic companies and portfolio companies of financial sponsors (which we refer to as “Party A,” “Party B,” “Party C,” “Party D” and “Party E”), to solicit their interest in a potential acquisition of Augmedix. The Strategy Committee selected these counterparties based on the Strategy Committee’s belief that they would be the most likely to be interested in a potential acquisition of or other strategic transaction with Augmedix on more attractive terms than those of a potential acquisition by Commure. The Strategy Committee also met in executive session without representatives of Evercore. Representatives of Morrison Foerster provided an update on the negotiations of the engagement letter with Evercore.

Also on June 4, 2024, Augmedix issued a press release reiterating its second quarter and full year fiscal year 2024 revenue guidance of between $52 million to $55 million.

On June 5, 2024, Augmedix provided representatives of Commure with access to Augmedix’s virtual data room. Also on June 5, 2024, pursuant to the directions of the Strategy Committee, representatives of Evercore reached out to representatives of each of Party A, Party B, Party C, Party D and Party E to solicit each of their respective interest in a potential strategic transaction involving Augmedix. Later that day, representatives of Party A informed representatives of Evercore that Party A would not be interested in pursuing a potential strategic transaction involving Augmedix.

On June 6, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided an update on diligence workstreams, including the timing and method for possible customer research or calls as requested by Commure. Representatives of Evercore also provided the Strategy Committee with a status update on counterparty outreach. Representatives of Morrison Foerster provided an update on legal workstreams relating to the potential transaction. The Strategy Committee also met in executive session without Augmedix management or representatives of Evercore in attendance. Representatives of Morrison Foerster provided an update on the negotiations of the engagement letter with Evercore.

Also on June 6, 2024, Commure and Augmedix entered into a clean team agreement, which provided for the protection and handling of certain potentially competitively sensitive information in connection with the

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proposed transaction. Also on June 6, Party B indicated to representatives of Evercore that it was not interested in a potential strategic transaction involving Augmedix.

On June 8, 2024, Party E indicated an interest to representatives of Evercore in considering an opportunity for a potential strategic transaction involving Augmedix.

On June 10, 2024, representatives of Kirkland & Ellis delivered drafts of the Merger Agreement and Voting Agreement to representatives of Morrison Foerster. The initial draft of the Merger Agreement included, among other things, (1) a termination fee payable by Augmedix equal to 3.9% of the equity value of Augmedix, (2) a no solicitation provision with a “fiduciary out” allowing Augmedix to terminate the Merger Agreement to enter into superior proposals, subject to specified terms and conditions, including a four business day “match period” allowing Commure to match alternative proposals (reduced to three business days for amended alternative proposals), (3) a provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix and (4) a limitation on Commure’s liability for breaches under the Merger Agreement of up to 7.8% of the equity value of Augmedix (2X the proposed termination fee). Also on June 10, 2024, a meeting was held with members of Augmedix management and members of Commure management to discuss Commure’s due diligence requests with respect to Augmedix’s customers. Representatives of each of General Catalyst, Evercore, Morgan Stanley, Kirkland & Ellis and Morrison Foerster were also in attendance. Following the meeting, Mr. Tandon contacted Mr. Shakil to discuss Commure’s outstanding business diligence questions and customer interviews.

On June 11, 2024, Mr. Tandon contacted Mr. Shakil to discuss Commure’s outstanding business diligence questions and requests for customer interviews.

Later on June 11, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided the Strategy Committee with an update on diligence workstreams, including an overview of key outstanding diligence items, including Commure’s requests for customer meetings. Members of Augmedix management provided an update on the analysis of Augmedix’s net operating losses (“NOLs”) being undertaken in connection with Augmedix’s Long-Term Business Plan. Representatives of Morrison Foerster provided an update on legal workstreams. The Strategy Committee also met in executive session without Augmedix management or representatives of Evercore in attendance. Representatives of Morrison Foerster provided an update on the negotiations of the engagement letter with Evercore.

On June 12, 2024, representatives of Party E provided comments to representatives of Evercore on the confidentiality agreement, which included the deletion of the standstill provision. On June 13, 2024, representatives of Party E informed representatives of Evercore that Party E would not move forward with discussions regarding a potential strategic transaction with Augmedix unless the standstill provision was removed from the confidentiality agreement.

Later on June 13, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided the Strategy Committee with an update on diligence workstreams, including an overview of key outstanding diligence items. Representatives of Evercore discussed the status of the clean room pursuant to which potentially competitively sensitive information in connection with the proposed transaction could be shared in accordance with the clean team agreement between Commure and Augmedix. Representatives of Evercore also discussed the agenda for the on-site diligence meetings requested by Commure. Representatives of Evercore also provided the Strategy Committee with an update on counterparty outreach, including that Party A and Party B had passed, that Party C was evaluating whether to discuss a potential strategic transaction with Augmedix, and that Party D and Party E had each indicated an interest in discussing a potential strategic transaction. Representatives of Morrison Foerster discussed that Party E had refused to move forward with discussions with Augmedix regarding a potential strategic transaction with a standstill provision in the confidentiality agreement. Following a discussion, the Strategy Committee authorized Augmedix management to

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move forward with executing a confidentiality agreement with Party E without a standstill provision. Representatives of Evercore discussed the due diligence meetings planned to occur with representatives of Party D and Party E. Members of Augmedix management reported to the Strategy Committee that they would engage a third-party advisor to undertake an analysis of potential usage of Augmedix’s NOLs. Representatives of Morrison Foerster provided an update on the legal workstreams relating to a potential transaction with Commure and provided an overview of the draft Merger Agreement and Voting Agreement received from representatives of Kirkland & Ellis on June 10, 2024. The Strategy Committee also met in executive session without Augmedix management or representatives of Evercore in attendance. Representatives of Morrison Foerster provided an update on the negotiations of the engagement letter with Evercore. Representatives of Morrison Foerster also discussed the draft relationship disclosure letter provided by Evercore, which disclosures were sent to the Augmedix Board by representatives of Morrison Foerster.

Also on June 13, 2024, an initial due diligence meeting regarding finance and tax matters was held with Augmedix management and PricewaterhouseCoopers LLP (“PwC”), Commure’s accounting and tax advisors.

On June 17, 2024, a meeting was held with members of Augmedix management and members of Commure management to discuss Commure’s outstanding due diligence requests including with respect to Augmedix’s customers. Representatives of each of General Catalyst, Evercore, Morgan Stanley, Kirkland & Ellis and Morrison Foerster were also in attendance. Following the meeting, a legal due diligence call was held among representatives of each of Augmedix, Commure, Kirkland & Ellis and Morrison Foerster.

Also on June 17, 2024, Augmedix executed a confidentiality agreement with Party D, which contained standstill provisions restricting Party D from making public proposals with respect to the acquisition of Augmedix without Augmedix’s prior consent, which restrictions would terminate upon the occurrence of, among other things, Augmedix’s execution of a definitive agreement providing for the acquisition of more than 50% of Augmedix’s outstanding voting securities; these standstill provisions expressly did not prevent Party D from making confidential acquisition proposals to the Augmedix Board.

Also on June 17, 2024, representatives of Party E sent a revised confidentiality agreement to representatives of Evercore, which was signed by Party E. Representatives of Party E indicated that this was the best and final version of the confidentiality agreement. The confidentiality agreement with Party E did not contain a standstill provision. Augmedix subsequently signed the confidentiality agreement with Party E.

On June 18, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided an update on diligence workstreams, including an overview of process timing, an overview of key outstanding due diligence items, the timing and workplan for customer discussions, and the agendas for the on-site diligence meeting with Commure and the due diligence meetings that would proceed during the week. Representatives of Evercore also provided the Strategy Committee with an update on counterparty outreach, including that the confidentiality agreements with Party D and Party E had been executed in accordance with the Strategy Committee’s instructions. Representatives of Evercore also discussed the timing for the completion of the NOL analysis being undertaken by Augmedix’s third party advisor and the financial analysis being undertaken by Evercore. Representatives of Morrison Foerster provided an update on legal workstreams, including the draft Merger Agreement. The Strategy Committee also met in executive session without Augmedix management or representatives of Evercore in attendance. Representatives of Morrison Foerster provided an update on the negotiations of the engagement letter with Evercore. Following a discussion, the Strategy Committee approved the terms of the engagement letter with Evercore. Also on June 18, 2024, Augmedix management executed an engagement letter with Evercore pursuant to which Evercore would act as Augmedix’s financial advisor in connection with a potential strategic transaction.

On June 19, 2024, an introductory call was held between representatives of Party E and Augmedix management. Representatives of Evercore also joined this call. Also on June 19, 2024, an in-person due diligence

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meeting was held among representatives of Commure and Augmedix. Representatives of Evercore were also in attendance.

Later on June 19, 2024, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Kirkland & Ellis. The revised draft of the Merger Agreement proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.0% of the equity value of Augmedix, (2) a reduced “match period” of three business days allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) no provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix and (4) potential liability of Commure for full damages, rather than a capped amount, including a reference to damages for loss of premium by Augmedix stockholders.

On June 20, 2024, the Augmedix Board met. Members of management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore provided an update on overall process timing as well as the status of Commure’s due diligence. Representatives of Morrison Foerster updated the Augmedix Board on the status of the negotiations on the Merger Agreement. Representatives of Evercore provided an update on counterparty outreach. The Augmedix Board also met in executive session without Augmedix management in attendance.

Also on June 20, 2024, a due diligence call was held regarding Augmedix’s financial model with Commure management. Representatives of each of Commure, Morgan Stanley, General Catalyst, PwC, McKinsey & Company (“McKinsey”) (Commure’s consulting advisor), Evercore and Augmedix also joined this call.

Also on June 20, 2024, representatives of Morrison Foerster sent a revised draft of the Voting Agreement to representatives of Kirkland & Ellis.

On June 21, 2024, an initial due diligence call was held with Party D. Representatives of each of Evercore and Augmedix also joined this call.

On June 23, 2024, representatives of each of Kirkland & Ellis and Morrison Foerster met to discuss the draft Voting Agreement. Representatives of Kirkland & Ellis also indicated that Commure would be the “Parent” entity under the Merger Agreement, and that no Augmedix stockholder (HCA or otherwise) would be rolling over any portion of its equity in the transaction. The representatives of Kirkland & Ellis also confirmed that Voting Agreements would be required from (1) entities associated with HCA, (2) entities associated with Redmile and (3) Augmedix’s CEO.

On June 24, 2024, representatives of Morgan Stanley and General Catalyst informed representatives of Evercore that, following its review of Augmedix’s customer contracts and other due diligence matters, Commure was reducing its offer price for all of the outstanding equity of Augmedix to $120 million, implying a per share offer price of approximately $2.08 per share (which we refer to as the “June 24 Commure Proposal”) and that Mr. Tandon would discuss the reduced offer directly with Mr. Shakil. Mr. Shakil subsequently met with Mr. Tandon to discuss the reduced offer price.

Also on June 24, 2024, representatives of Kirkland & Ellis provided a revised draft of the Merger Agreement to representatives of Morrison Foerster. The revised draft of the Merger Agreement, among other things, proposed (1) a termination fee payable by Augmedix equal to 3.9% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to three business days for amended alternative proposals), (3) a provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix and (4) a limitation on Commure’s liability for breaches under the Merger Agreement of 7.6% of the equity value of Augmedix (approximately 2X the proposed termination fee payable by Augmedix) and elimination of the reference to stockholder damages for loss of premium).

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Also on June 24, 2024, Mr. Krakaris spoke with a representative of HCA to discuss an upcoming fireside chat at an investor conference, and the representative of HCA informed Mr. Krakaris that Commure had told HCA that it would not permit HCA to roll over any portion of its Augmedix common stock in the potential transaction. Mr. Krakaris informed the Strategy Committee of his conversation with the representative of HCA. Later on June 24, 2024, representatives of Party E communicated to representatives of Evercore that Party E would not be pursuing further discussions regarding a potential strategic transaction with Augmedix. Also on June 24, 2024, representatives of Party C indicated to representatives of Evercore that Party C would not pursue a potential strategic transaction with Augmedix.

On June 25, 2024, the Augmedix Board met. Members of management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore discussed with the Augmedix Board the June 24 Commure Proposal, including Commure’s stated reasons for the decrease in the offer price. Representatives of Evercore also provided an update on transaction timing and diligence and the discussions regarding the customer outreach requested by Commure. Representatives of Evercore also provided an update on counterparty outreach and informed the Augmedix Board that Party E and Party C had passed on pursuing a possible strategic transaction with Augmedix. The Augmedix Board authorized Evercore to counter the June 24 Commure Proposal with an offer price of $2.60 per share. Representatives of Morrison Foerster thereafter reviewed with the Augmedix Board the latest draft of the Merger Agreement, including key legal issues in the draft Merger Agreement. Following the Augmedix Board meeting, representatives of Evercore conveyed to representatives of Morgan Stanley the Augmedix Board’s proposed offer price of $2.60 per share.

On June 26, 2024, representatives of Morrison Foerster sent to Kirkland & Ellis a revised draft of the Merger Agreement that proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) no provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix and (4) a reverse termination fee payable by Commure following certain termination events equal to 7.6% of the equity value of Augmedix.

Also on June 26, 2024, representatives of Morgan Stanley communicated to representatives of Evercore a counteroffer of $2.20 per share (which we refer to as the “June 26 Commure Proposal”) and indicated that the June 26 Commure Proposal assumed no Augmedix stockholder (HCA or otherwise) would roll over its equity in the transaction. Mr. Shakil subsequently discussed the revised offer proposal with Mr. Tandon. Representatives of Morrison Foerster also sent the latest drafts of the Merger Agreement and Voting Agreement to the Augmedix Board.

On June 27, 2024, the Augmedix Board met. Members of management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore discussed the June 26 Commure Proposal, which implied an equity valuation of approximately $127 million. Representatives of Evercore reported to the Augmedix Board that Commure had communicated that it could not agree to an offer price of $2.60 per share as countered by Augmedix in light of the results of Commure’s due diligence review. Representatives of Evercore also noted that representatives of Morgan Stanley discussed with them that the offer assumed HCA was not rolling over its equity. Augmedix management reviewed with the Augmedix Board the results of the analysis by a third-party advisor of potential usage of Augmedix’s NOLs, noting potential limits on the uses of such NOLs under applicable tax regulations due to a prior change in control of Augmedix for purposes of such regulations. Representatives of Evercore then reviewed with the Augmedix Board Evercore’s preliminary financial analysis of Augmedix based on the Long-Term Business Plan. Representatives of Morrison Foerster provided an update on the legal workstreams for the potential transaction, including the Merger Agreement and Voting Agreement. The Augmedix Board then discussed acceptable price levels and a potential counteroffer to the June 26 Commure Proposal, and directed Evercore to respond with a counteroffer of $2.40 per share in cash, which a representative of Evercore conveyed to representatives of Morgan Stanley later that day.

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On June 28, 2024, representatives of Morgan Stanley provided representatives of Evercore with Commure’s counteroffer of a price per share of $2.35 in cash (which we refer to as the “June 28 Commure Proposal”). Representatives of Evercore informed the Augmedix Board that Commure had countered with a price per share of $2.35 per share. Pursuant to instructions from the Augmedix Board at the June 27 meeting of the Augmedix Board, as confirmed by members of the Augmedix Board, representatives of Evercore subsequently notified representatives of Morgan Stanley that the June 28 Commure Proposal was acceptable to the Augmedix Board. Representatives of Kirkland & Ellis thereafter sent to representatives of Morrison Foerster the revised draft of the Merger Agreement that proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) return of a provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix, and (4) removal of the reverse termination fee payable by Commure following certain termination events equal to 7.6% of the equity value of Augmedix and inclusion of a limitation on Commure’s liability for breaches under the Merger Agreement of up to 7.6% of the equity value of Augmedix.

On June 30, 2024, representatives of Morrison Foerster distributed to representatives of each of Commure and Kirkland & Ellis drafts of the Disclosure Schedules, Form 8-K, press release announcing the transaction, and employee communications. Representatives of Morrison Foerster also distributed to representatives of Commure and Kirkland & Ellis a revised draft of the Merger Agreement, that proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) a narrower provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by any controlled affiliates’ directors and officers, or any person acting at their instruction and (4) a reverse termination fee payable by Commure following certain termination events equal to 7.6% of the equity value of Augmedix.

On July 1, 2024, representatives of Kirkland & Ellis sent to representatives of Morrison Foerster a revised draft of the Merger Agreement that proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) a provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by an affiliate, director, officer, employee, consultant, agent, representative or advisor of Augmedix and (4) removed the reverse termination fee payable by Commure following certain termination events equal to 7.6% of the equity value of Augmedix and instead included a limitation on Commure’s liability for breaches under the Merger Agreement of up to 7.6% of the equity value of Augmedix. Also on July 1, 2024, Party D informed representatives of Evercore that it would not be pursuing a potential strategic transaction with Augmedix.

On July 2, 2024, the Augmedix Board met. Members of management and representatives of each of Evercore and Morrison Foerster were also in attendance. A representative of Morrison Foerster reviewed with the members of the Augmedix Board their fiduciary duties under Delaware law. Representatives of Evercore discussed the changes to Commure’s proposed purchase price, culminating in a price per share of $2.35, and reviewed with the Augmedix Board a preliminary financial analysis of Augmedix based on the Long-Term Business Plan, including the NOL use forecasted by Augmedix management with the assistance of an outside advisor. Representatives of Evercore also updated the Augmedix Board on potential counterparty outreach, including that Party D had passed on pursuing a possible strategic transaction with Augmedix. Representatives of Morrison Foerster discussed the status of legal workstreams and reviewed with the Augmedix Board the outstanding issues in the Merger Agreement. Representatives of Morrison Foerster also discussed with the Augmedix Board an updated relationship disclosure letter provided by Evercore, which was provided to Board members prior to the meeting.

On July 4, 2024, representatives of Morrison Foerster sent to representatives of Kirkland & Ellis a revised draft of the Merger Agreement that proposed, among other things, (1) a termination fee payable by Augmedix

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equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) a narrower provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by any director, officer, or any of its financial advisors or attorneys engaged in connection with the transaction by or acting at the instruction of Augmedix and (4) no reverse termination fee payable by Commure and instead included a reference to the potential liability of Commure for damages including loss of premium by Augmedix stockholders, subject to a limitation on Commure’s liability for breaches under the Merger Agreement of 7.6% of the equity value of Augmedix.

On July 5, 2024, a member of Commure management communicated to the representatives of Evercore and Morrison Foerster that Commure still required calls with Augmedix customers to occur before Commure would be willing to sign the Merger Agreement. Mr. Shakil subsequently discussed transaction timing and the requested customer calls with Mr. Tandon, with Mr. Tandon indicating that up to three customer calls may be required.

On July 8, 2024, representatives of Evercore provided the Strategy Committee with an update on the scheduling of the customer calls requested by Commure and the potential timing for signing and announcing the Merger Agreement.

On July 9, 2024, the Strategy Committee met. Members of Augmedix management and representatives of each of Evercore and Morrison Foerster were also in attendance. Representatives of Evercore discussed the scheduling of the requested customer calls. Representatives of Morrison Foerster discussed the remaining open items in the Merger Agreement. Representatives of Kirkland & Ellis sent to representatives of Morrison Foerster a revised draft of the Merger Agreement that proposed, among other things, (1) a termination fee payable by Augmedix equal to 3.8% of the equity value of Augmedix, (2) a four business day “match period” allowing Commure to match alternative proposals (reduced to two business days for amended alternative proposals), (3) a provision enabling Commure to terminate the Merger Agreement upon a material breach of the no-shop provision by any director, officer, or any of its financial advisors or attorneys engaged in connection with the transaction by or acting at the instruction of Augmedix and (4) no reverse termination fee payable by Commure.

From July 10, 2024 through the execution of the Merger Agreement on July 19, 2024, representatives of Morrison Foerster and Kirkland & Ellis exchanged revised drafts of the Merger Agreement, and on or prior to July 19, 2024, the parties finalized the other transaction documents, in each case subject to the approval of the Augmedix Board.

On July 11, 2024, a representative of Morgan Stanley informed a representative of Evercore that Commure required only two customer calls, which the representatives of Evercore reported to the Strategy Committee.

On July 15, 2024, the first Augmedix customer call was held with representatives of Augmedix and McKinsey in attendance. Also on July 15, a representative of Morrison Foerster distributed to the Augmedix Board updated drafts of the Merger Agreement and Voting and Support Agreement, along with a summary of key terms.

On July 16, 2024, the second Augmedix customer call was held with representatives of Augmedix and McKinsey in attendance.

On July 17, 2024, a regular meeting of the Augmedix Board was held. Members of Augmedix management and a representative of Morrison Foerster were also in attendance. A representative of HCA was in attendance at the meeting as a board observer. During the meeting, Augmedix management discussed with the Augmedix Board updates on Augmedix’s current results of operations. The Augmedix Board also held an executive session without Augmedix management or the representative of HCA in attendance during which the status of the parties’ signing of the Merger Agreement was discussed.

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Also on July 18, 2024, the Augmedix Board met, with members of Augmedix management and representatives of each of Evercore and Morrison Foerster in attendance. Representatives of Morrison Foerster reviewed the fiduciary duties of the members of the Augmedix Board under Delaware law. Representatives of Morrison Foerster also provided an update on the negotiation of the Merger Agreement and Voting Agreement, copies of which had been provided to the members of the Augmedix Board prior to the meeting. Representatives of Evercore reviewed with the Augmedix Board the results of their contacts with other potential acquirors as authorized by the Augmedix Board. Representatives of Evercore presented its financial analysis of Augmedix and the consideration proposed to be paid in the Merger and, at the request of the Augmedix Board, orally rendered to the Augmedix Board Evercore’s opinion (which was subsequently confirmed in writing by delivery of Evercore’s written opinion dated as of July 18, 2024), that, as of the date of the opinion, and based upon and subject to the assumptions, qualifications, limitations and conditions set forth in such written opinion, the Per Share Price to be received by the holders of shares of Augmedix’s common stock (other than holders of Owned Company Shares and Dissenting Company Shares) in the Merger was fair from a financial point of view to such holders, as more fully described below under the section of this proxy statement captioned “The Merger—Opinion of Augmedix’s Financial Advisor.” A member of Augmedix management discussed Augmedix’s results for the second quarter, noting that revenue was in line with consensus estimates and cash was a little higher than expected. Following the discussion, the Augmedix Board by unanimous vote: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Augmedix and its stockholders; (2) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the Voting Agreements; (3) recommended that the stockholders adopt the Merger Agreement and approve the Merger; and (4) approved the execution and delivery of the Merger Agreement, the performance by Augmedix of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger on the terms and conditions set forth in the Merger Agreement. A representative of Augmedix management also discussed Augmedix’s operations in Bangladesh, given recent disturbances there, and contingency plans being developed by Augmedix management. The Augmedix Board also discussed and approved a one-time payment of $30,000 to each of the members of the Strategy Committee, plus an additional one-time payment of $10,000 to Mr. O’Reilly for serving as chairman of the Strategy Committee, for their past and anticipated future work with respect to a proposed acquisition transaction.

Before the markets opened on July 19, 2024, Augmedix and Commure finalized and executed the Merger Agreement, and Augmedix issued a press release announcing the execution of the Merger Agreement.

Recommendation of the Augmedix Board and Reasons for the Merger

Recommendation of the Augmedix Board

The Augmedix Board has, by unanimous vote: (1) determined that it is in the best interests of Augmedix and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the merger of Merger Sub with and into Augmedix in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (2) approved the execution and delivery of the Merger Agreement by Augmedix, the performance by Augmedix of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (3) resolved to recommend that the stockholders of Augmedix adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

The Augmedix Board recommends that you vote: (1) “FOR” the adoption the Merger Agreement and approval of the Merger; and (2) “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommending that stockholders vote “FOR” adoption of the Merger Agreement and approval of

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the Merger, the Augmedix Board consulted with Augmedix management and representatives of each of Morrison Foerster and Evercore and considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance).

The Augmedix Board believed that the following material factors and benefits supported its determination and recommendation:

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The Augmedix Board also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

This discussion is not meant to be exhaustive. Rather, it summarizes the material factors considered by the Augmedix Board in its consideration of the Merger. After considering these and other factors, the Augmedix Board concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Augmedix Board and the complexity of these factors, the Augmedix Board

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did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Augmedix Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Augmedix Board approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and resolved to recommend that our stockholders vote “FOR” adoption of the Merger Agreement and approval of the Merger based upon the totality of the information presented to, and considered by, the Augmedix Board.

Opinion of Augmedix’s Financial Advisor

Augmedix retained Evercore to act as its financial advisor in connection with the Augmedix Board’s evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, Augmedix requested that Evercore evaluate the fairness, from a financial point of view, of the Merger consideration to be received by the holders of Augmedix common stock. At a meeting of the Board held on July 18, 2024, Evercore rendered to the Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger consideration of $2.35 per share in cash to be received by the holders of Augmedix common stock (other than holders of Owned Company Shares and Dissenting Company Shares) in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of July 18, 2024, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Augmedix encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of Augmedix common stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Augmedix, nor does it address the underlying business decision of Augmedix to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

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For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of Augmedix that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with Augmedix’s consent that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Augmedix as to the future financial performance of Augmedix. Evercore expressed no view as to the Forecasts or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Augmedix or the consummation of the Merger or reduce the contemplated benefits to the holders of shares of Augmedix common stock of the Merger. In addition, Evercore relied, without independent verification, on the assessments of the management of Augmedix as to (i) the validity of, and risks associated with, Augmedix’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of Augmedix’s current and future products and services.

Evercore did not conduct a physical inspection of the properties or facilities of Augmedix and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Augmedix, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Augmedix under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of July 18, 2024, and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. It was understood that subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Augmedix common stock (other than holders of Owned Company Shares and Dissenting Company Shares) from a financial point of view, of the Merger consideration. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the proposed Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Augmedix, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Augmedix, or any class of such persons, whether relative to the Merger consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the proposed Merger, including, without limitation, the structure or form of the proposed Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the proposed Merger as compared to other business or financial strategies that might be available to Augmedix, nor did it address the underlying business decision of Augmedix to engage in the proposed Merger. Evercore’s opinion did not

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constitute a recommendation to the Board or to any other persons in respect of the proposed Merger, including as to how any holder of shares of Augmedix common stock should vote or act in respect of the proposed Merger. Evercore expressed no opinion as to the impact of the proposed Merger on the solvency or viability of Augmedix or Commure or the ability of Augmedix or Commure to pay their obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Augmedix and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board on July 18, 2024 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before July 16, 2024, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Augmedix. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Augmedix to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Augmedix was forecasted to generate during the portion of Augmedix’s fiscal year 2024 from July 16, 2024 through December 31, 2024 and during Augmedix’s fiscal years 2025 through 2033 based on the Forecasts. Evercore calculated terminal values for Augmedix by applying perpetuity growth rates of 3.5% to 4.5%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that Augmedix was forecasted to generate based on the Forecasts. The cash flows and terminal values in each case were then discounted to present value as of July 16, 2024 using discount rates ranging from 18.0% to 22.0%, which were based on an estimate of Augmedix’s weighted average cost of capital, and the mid-year cash flow discounting convention. In calculating implied enterprise values, Evercore included the present value of tax savings from Augmedix’s estimated usage of net operating losses, of an amount equal to $14.0 million, based on the Forecasts. Based on this range of implied enterprise values, Augmedix’s estimated net cash (calculated as cash and cash equivalents less total debt) as of March 31, 2024, pro forma for net proceeds related to assumed issuance of 30 million shares in the second quarter of fiscal year 2025, and the number of fully diluted shares of Augmedix common stock as of July 16, 2024, pro forma for assumed issuance of 30 million shares in the second quarter of fiscal year 2025, in each case as provided by Augmedix management, this analysis indicated a range of implied equity values per share of Augmedix common stock of $1.80 to $2.61, compared to the Merger consideration of $2.35 per share of Augmedix common stock.

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Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Augmedix to corresponding financial multiples and ratios for the following selected publicly traded companies in the healthcare and healthcare technology industries (the “selected companies”):

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of estimated 2024 revenue, which we refer to as “2024E Revenue” and as a multiple of estimated 2025 revenue, which we refer to as “2025E Revenue”, based on closing share prices as of July 16, 2024. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an enterprise value / revenue multiple reference range of (a) 1.0x to 2.0x to Augmedix’s estimated revenue in fiscal year 2024 based on the Forecasts and (b) 1.0x to 2.0x to Augmedix’s estimated revenue in fiscal year 2025 based on the Forecasts. Based on this range of implied enterprise values, Augmedix’s estimated net cash (calculated as cash and cash equivalents less total debt) as of March 31, 2024, pro forma for net proceeds related to assumed issuance of 30 million shares in the second quarter of fiscal year 2025, and the number of fully diluted shares of Augmedix common stock as of July 16, 2024, pro forma for assumed issuance of 30 million shares in the second quarter of fiscal year 2025, in each case as provided by Augmedix’s management, this analysis indicated a range of implied equity values per share of Augmedix common stock as shown below, compared to the Merger consideration of $2.35 per share of Company common stock.

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Although none of the selected companies is directly comparable to Augmedix, Evercore selected these companies because they are publicly traded companies in the healthcare and healthcare technology industries that Evercore, in its professional judgment and experience, considered generally relevant to Augmedix for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies in the healthcare and healthcare technology industries announced since the beginning of 2022 (the “selected transactions”). The selected transactions reviewed by Evercore included a set of precedents involving publicly traded healthcare companies that experienced significant pressure on their stock prior to acquisition. The selected transactions reviewed by Evercore and the month and year each was announced, were as follows:

Healthcare Technology Precedents

Other Healthcare Precedents

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month revenue for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM Revenue”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Healthcare Technology Precedents

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Other Healthcare Precedents

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Revenue multiples of 1.0x to 3.0x and applied this range of multiples to Augmedix’s LTM Revenue as of March 31, 2024 of $49.0 million based on the financial results for Augmedix provided by Augmedix management. Based on this range of implied enterprise values, Augmedix’s estimated net cash (calculated as cash and cash equivalents less total debt) as of March 31, 2024, pro forma for net proceeds related to assumed issuance of 30 million shares in the second quarter of fiscal year 2025, and the number of fully diluted shares of Augmedix common stock as of July 16, 2024, pro forma for assumed issuance of 30 million shares in the second quarter of fiscal year 2025, in each case as provided by Augmedix’s management, this analysis indicated a range of implied equity values per share of Augmedix common stock of $1.08 to $2.15, compared to the Merger consideration of $2.35 per share of Augmedix common stock. For illustrative purposes, Evercore also calculated the incremental share price value from excluding the impact of a 30 million share issuance contemplated in the Forecasts to occur in the second quarter of fiscal year 2025, which indicated an illustrative upper end of the value range of $2.77.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Augmedix and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Augmedix for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the shares of Augmedix common stock prepared and published by equity research analysts that were publicly available as of July 16, 2024. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Augmedix common stock at the time the price target was published. As of July 16, 2024, the range of selected equity research analyst price targets per share of Augmedix common stock was $1.50 to $3.50. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Augmedix common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Augmedix and future general industry and market conditions.

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Premiums Paid Analysis

Using publicly available information, Evercore reviewed 19 transactions and announced bids for control of U.S. public targets with an aggregate transaction value below $250 million announced since January 1, 2019. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 40.0% to 80.0% to the closing price per share of Augmedix common stock of $0.95 as of July 16, 2024. This analysis indicated a range of implied equity values per share of Augmedix common stock of $1.33 to $1.71, compared to the Merger consideration of $2.35 per share of Augmedix common stock.

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the Merger by the Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Augmedix common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the Merger consideration to the holders of shares of Augmedix common stock (other than holders of Owned Company Shares and Dissenting Company Shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

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Evercore did not recommend any specific amount of consideration to the Board or Augmedix management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Augmedix common stock.

Pursuant to the terms of Evercore’s engagement letter with Augmedix, Augmedix has agreed to pay Evercore a fee for its services in the amount of $4.0 million, of which $1.5 million became payable upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Augmedix has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Augmedix and received fees for the rendering of these services in the amount of less than $1.0 million. In addition, during the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to General Catalyst Group Management, LLC, an affiliate of Commure (“General Catalyst”), and/or its affiliates or portfolio companies (none of which services were provided to Commure) and received fees for the rendering of these services in the amount of approximately $6.0 million. Evercore may provide financial advisory or other services to Augmedix, General Catalyst, Commure or any of their respective affiliates or portfolio companies in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Augmedix, Commure, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Augmedix or Commure.

Augmedix engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation and Evercore’s familiarity with Augmedix. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Augmedix Financial Projections

Augmedix management regularly prepares, and the Augmedix Board regularly evaluates, as part of its long-term business and strategic planning processes, prospective financial information as to Augmedix’s future performance. However, Augmedix does not, as a matter of course, make public its long-term future financial projections, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with Augmedix’s consideration of a potential transaction, and as part of Augmedix’s strategic planning process and evaluation of strategic alternatives (including continuing as an independent company), Augmedix management prepared and reviewed with the Augmedix Board unaudited forward-looking financial information, including the unaudited prospective financial information summarized in the table below (such financial information, the “Forecasts”).

The Forecasts were prepared for internal use and not for public disclosure and was provided by Augmedix management to the Augmedix Board for the purposes of considering, analyzing and evaluating a potential transaction and other strategic alternatives available to Augmedix. The Forecasts were also provided to, and

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approved by the Augmedix Board for use by, Evercore for purposes of performing its financial analyses in connection with rendering its opinion to the Augmedix Board. In addition, a portion of the Forecasts were provided to, and discussed with, Commure as part of Augmedix’s discussions with Commure with respect to a potential transaction. The same portion of the Forecasts that was provided to Commure was also provided by Augmedix to Party D and Party E during the period leading up to the entry into the Merger Agreement by Augmedix, Commure and Merger Sub.

The Forecasts were developed by Augmedix management as then-current estimates of Augmedix’s future financial performance as an independent company. The Forecasts do not give effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement or the Merger, the expenses that have already been and will be incurred in connection with completing the Merger, or any changes to Augmedix’s operations or strategy that may be implemented or effected in connection with the pendency of, or following the consummation of, the Merger. The Forecasts also do not consider the effect of any failure of the Merger to be completed; it should not be viewed as accurate or continuing in that context.

The Forecasts constitute forward-looking statements. The Forecasts are not included in this proxy statement to influence any decision on whether to vote for the proposal to adopt the Merger Agreement and approve the Merger or any other proposal presented at the Special Meeting, but rather is included in this proxy statement to give stockholders access to certain non-public information that was provided to the Augmedix Board, Evercore and Commure for the purposes described above. By including the Forecasts in this proxy statement, none of Augmedix, the Augmedix Board, Evercore or any other person has made or makes any representation to any person regarding Augmedix’s ultimate performance as compared to the information contained in the Forecasts. The inclusion of the Forecasts should not be regarded as an indication that Augmedix, the Augmedix Board, Evercore or any other person considered, or now considers, them to be necessarily predictive of actual future results, and such information should not be relied on as such. Further, the inclusion of the Forecasts in this proxy statement does not constitute an admission or representation by Augmedix that the information presented is material. There can be no assurance that the prospective results will be realized or that actual results of Augmedix will not be materially lower or higher than estimated. The Forecasts have not been updated or revised to reflect information or results after the date such information was prepared. Augmedix has, and may continue to, report results of operations for periods included in the Forecasts that were or will be completed following the preparation of the Forecasts. Stockholders and investors are urged to refer to Augmedix’s periodic filings with the SEC for information on Augmedix’s actual historical results.

The Forecasts were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (“GAAP”). In addition, the Forecasts were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Forecasts included in this proxy statement has been prepared by, and is the responsibility of, Augmedix’s management. Augmedix’s independent registered public accounting firm, Grant Thornton LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Forecasts and, accordingly, Grant Thornton LLP does not express an opinion or any other form of assurance with respect thereto. The Grant Thornton LLP report incorporated by reference in this proxy statement relates to Augmedix’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

Although the Forecasts are presented with numerical specificity, it reflects numerous assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Augmedix’s business, including as described below, reflecting estimates and uncertainties as to future events made by Augmedix management that Augmedix management believed were reasonable at the time the Forecasts were prepared. Augmedix’s ability to achieve the financial results contemplated by the Forecasts will be affected by Augmedix’s ability to achieve its strategic goals, objectives and targets over the applicable periods, including certain strategic expansion initiatives the potential impact of which is not reflected in the Forecasts, and will be subject to operational and execution risks associated

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therewith. The Forecasts reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and the achievability of the Forecasts include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; competition; changes in applicable laws; and other important factors that can be found in the risk factors included in Augmedix’s periodic filings with the SEC. These factors are difficult to predict, and may be outside of Augmedix’s control. As a result, there can be no assurance that the Forecasts will be realized, and Augmedix’s actual results may be materially better or worse than those contained in the Forecasts. For information on factors that may cause Augmedix’s future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” The Forecasts may differ from publicized analyst estimates and forecasts. You should evaluate the Forecasts, if at all, in conjunction with Augmedix’s historical financial statements and other information regarding Augmedix contained in Augmedix’s public filings with the SEC. The Forecasts may not be consistent with Augmedix’s historical operating data as a result of the assumptions utilized in preparing such information. Except to the extent required by applicable federal securities laws, Augmedix does not intend to update or otherwise revise the Forecasts to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error. In light of the foregoing factors and the uncertainties inherent in the Forecasts, holders of Augmedix’s common stock are cautioned not to place undue, if any, reliance on the Forecasts included in this proxy statement.

Because the Forecasts reflect estimates and judgments, it is susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Forecasts also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Forecasts are not, and should not be considered to be, a guarantee of future operating results. Further, the Forecasts are not fact and should not be relied upon as being necessarily indicative of Augmedix’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Forecasts, including adjusted EBITDA and unlevered free cash flow, are non-GAAP financial measures (the “non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not prepared or relied upon by the Augmedix Board or used by Evercore. Accordingly, no reconciliation of the financial measures included in the Forecasts is provided in this proxy statement.

The following table presents a summary of the Forecasts.

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Interests of Augmedix’s Directors and Executive Officers in the Merger

When considering the recommendation of the Augmedix Board that you vote to approve the proposal to adopt the Merger Agreement and approve the Merger, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Augmedix Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted, and the Merger approved, by stockholders. These interests are described in more detail and, where applicable, are quantified in the narrative below.

Arrangements with Commure

As of the date of this proxy statement, none of our directors or executive officers or their respective affiliates has had any discussions or negotiations, or entered into any agreement with Commure or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Pursuant to the Merger Agreement, except as approved by the Augmedix Board, from the date of the Merger Agreement, to the earlier of the termination of the Merger Agreement or the Effective Time, Commure and Merger Sub will not, and will not permit any of their subsidiaries or respective affiliates to make or enter into, or commit or agree to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any of our directors or executive officers or any of their respective affiliates (1) regarding any continuing employment or consulting relationship with the Surviving Corporation, (2) pursuant to which any such director or executive officer would be entitled to receive consideration of a different amount or nature than our stockholders, or (3) pursuant to which any such director or executive officer (directly or indirectly) would agree to provide an equity investment to finance any portion of the Merger. Following the date of this proxy statement and prior to and following the closing of the Merger, our directors and executive officers or their affiliates may have discussions with, and following the closing of the Merger or as otherwise approved by the Augmedix Board, may enter into agreements with, Commure or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the Merger Agreement, our directors and officers will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For

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more information, please see the section of this proxy statement captioned “The Merger Agreement-Indemnification and Insurance.”

Treatment of Company Options and Company RSUs

Augmedix from time to time has granted awards under our 2013 Equity Incentive Plan (the “2013 Plan”) and our 2020 Equity Incentive Plan (the “2020 Plan” and, together with the 2013 Plan, the “Company Equity Plans”), of Company Options and Company RSUs.

As of July 31, 2024, there were 4,652,119 shares of Augmedix’s common stock subject to outstanding Company Options and 651,250 shares of Augmedix’s common stock subject to outstanding Company RSUs, in each case, held by our directors and executive officers as a group.

At the Effective Time, each Company Option and Company RSU that is unexpired, unexercised, outstanding, and vested as of immediately prior to the Effective Time or that vests solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) will be cancelled and automatically converted into the right to receive a cash amount equal to the product of: (1) the total number of shares of Augmedix’s common stock subject to the Vested Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over the Company Option’s per share exercise price), subject to any required tax withholdings (the “Vested Award Cash-out Payment”).

At the Effective Time, each Company Option and Company RSU that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that is not a Vested Award (each, an “Unvested Award”) will be cancelled and replaced with a right to receive the Cash Replacement Amount, without interest, subject to the vesting conditions described below. The Cash Replacement Amount will be equal to the product of: (1) the total number of shares of Augmedix’s common stock subject to the Unvested Award immediately prior to the Effective Time, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over the Company Option’s per share exercise price), subject to any required tax withholdings. The payment of the Cash Replacement Amount will have the same terms and conditions (including, with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) that applied to the cancelled Unvested Award, except for terms rendered inoperative by reason of the Merger or for other administrative or ministerial changes to conform the administration of the payment of the Cash Replacement Amounts. If the vesting conditions are satisfied, the Cash Replacement Amount generally will be paid at the same time(s) as the cancelled Unvested Award would have vested according to its terms subject to any applicable administrative or ministerial changes.

Any Company Option with an exercise price that is equal to or greater than the Per Share Price will be cancelled without any cash payment or other consideration being made in respect of such Company Option.

The Company Equity Plans will terminate as of the Effective Time.

Change in Control Benefits Under Existing Relationships

As discussed above, at the Effective Time, each Vested Award (including those held by our executive officers and non-employee directors) will be cancelled and automatically converted into the right to receive the Vested Award Cash-out Payment, and each Unvested Award (including those held by our executive officers) will be cancelled and replaced with a right to receive the Cash Replacement Amount. The Cash Replacement Amount will be subject to the vesting conditions (including any modified vesting schedules or accelerated vesting on specific terminations of employment) and payment terms described below.

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Change in Control Arrangements

Emmanuel Krakaris

We entered into an offer letter with Mr. Krakaris, our Chief Executive Officer, in October 2018. Under the terms of Mr. Krakaris’s offer letter and the terms of the equity award agreements underlying his equity awards, if Mr. Krakaris’s employment by Augmedix is terminated by Augmedix without Cause (as defined in Mr. Krakaris’s offer letter) or is terminated by Mr. Krakaris for Good Reason (as defined in Mr. Krakaris’s offer letter) within 12 months following, or immediately prior to, the closing of a Change in Control (as defined in the 2013 Plan, which includes the consummation of the Merger), then 100% of the then unvested and outstanding Augmedix equity awards held by Mr. Krakaris (including the Unvested Awards) will immediately vest. This accelerated vesting condition would apply to Mr. Krakaris’s payment of the Cash Replacement Amounts.

Roderick O’Reilly

We entered into a non-executive chairman agreement with Mr. O’Reilly, our Non-Executive Chairman, in February 2023. Under the terms of Mr. O’Reilly’s agreement and the terms of the equity award agreement underlying his equity award, upon a change of control of Augmedix, which includes the consummation of the Merger, 100% of the then unvested and outstanding Company Options held by Mr. O’Reilly that were granted to Mr. O’Reilly in connection with Mr. O’Reilly’s agreement will immediately vest.

Brad Coleman

We entered into an offer letter with Mr. Coleman, our Global Controller, in February 2024. Under the terms of Mr. Coleman’s offer letter, if Mr. Coleman’s employment by Augmedix is terminated by Augmedix other than for Cause (as defined in the Plan) or is terminated by Mr. Coleman for Good Reason (as defined in Mr. Coleman’s offer letter) during the period of time commencing 90 days prior to the consummation of an Acquisition (as defined in the Plan and which includes the consummation of the Merger) and ending on the first anniversary of the consummation of such Acquisition, then 100% of the then unvested and outstanding Company RSUs held by Mr. Coleman that were granted to Mr. Coleman in connection with Mr. Coleman’s offer letter (including the Unvested Awards) will immediately vest. This double-trigger accelerated vesting condition would apply to Mr. Coleman’s payment of the Cash Replacement Amounts.

Severance Arrangements

Emmanuel Krakaris

Under Mr. Krakaris’s offer letter as described above, in the event Mr. Krakaris’s employment is terminated by Augmedix without Cause or Mr. Krakaris resigns for Good Reason, Mr. Krakaris will be eligible to receive (a) a lump-sum payment equal to three months of Mr. Krakaris’s base salary and (b) three months of continued base salary payments, provided, that, in each of the foregoing cases (a) and (b), if such termination is due to Good Reason as a result of a base salary reduction, the severance payment will be based on Mr. Krakaris’s annual base salary prior to such reduction.

Ian Shakil

We entered into an offer letter with Mr. Shakil, our Chief Strategy Officer, in October 2018. Under the terms of Mr. Shakil’s offer letter, if Mr. Shakil’s employment is terminated by Augmedix without Cause (as defined in Mr. Shakil’s offer letter) or Mr. Shakil resigns for Good Reason (as defined in Mr. Shakil’s offer letter) Mr. Shakil will be eligible to receive (a) continued payment for three months of base salary as in effect immediately prior to Mr. Shakil’s termination and (b) payment covering the employer portion of COBRA for three months following Mr. Shakil’s termination (or, in the case of COBRA subsidies, until an earlier date that Mr. Shakil becomes eligible for comparable coverage under a subsequent employer’s benefit plans).

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Paul Ginocchio

We entered into an offer letter with Mr. Ginocchio, our Chief Financial Officer, in June 2020. Under the terms of Mr. Ginocchio’s offer letter, in case of an involuntary termination of Mr. Ginocchio’s employment by Augmedix, Mr. Ginocchio will be eligible to receive payment of three months’ base salary as severance.

Equity Interests of Augmedix’s Executive Officers and Directors

The following table sets forth the number of shares of Augmedix’s common stock and the number of shares of Augmedix’s common stock underlying vested and unvested equity awards beneficially owned by each of our executive officers and directors and their respective affiliates that were outstanding as of July 31, 2024. The table also sets forth the value of these shares of common stock and equity awards, determined as the number of shares of common stock multiplied by the $2.35 Per Share Price (minus the applicable per share exercise price for any Company Options). No additional shares of Augmedix’s common stock or equity awards were or are expected to be granted to any executive officer, director or their respective affiliates in contemplation of the Merger. Any Company Option or Company SAR with an exercise price that is equal to or greater than the Per Share Price will be cancelled without any cash payment or other consideration being made in respect of such Company Option or Company SAR. In addition, the non-management directors customarily receive $100,000 in restricted stock units annually for their board service subject to a one-year vesting term with accelerated vesting on a change of control (which would include the Merger), but for 2024-2025 this compensation was granted in cash with the same vesting terms and accelerated vesting.

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Vested & Unvested Company Options

Strategy Committee Compensation

On July 18, 2024, the Augmedix Board approved a one-time cash payment of $30,000 to each member of the Strategy Committee, consisting of Mr. O’Reilly, Mr. Faulkner and Mr. Febbo, for serving on the Strategy Committee and additional cash payment of $10,000 paid to Mr. O’Reilly for having served as the chairman of the Strategy Committee. This payment was approved in consideration for the time and effort of each such director’s service as a member of the Strategy Committee (and, in the case of Mr. O’Reilly, also as the chairman), and was not contingent on the Strategy Committee approving or recommending the Merger Agreement or the Merger, Augmedix’s entry into the Merger Agreement or the consummation of the Merger.

Financing of the Merger

The obligation of Commure and Merger Sub to consummate the Merger is not subject to any financing condition. Commure has represented to Augmedix in the Merger Agreement that, as of the date of the Merger Agreement, it has, and, as of the Closing, it will have, sufficient available cash on hand or other sources of immediately available funds necessary to consummate the Merger, including payment of the Per Share Price.

Although the obligation of Commure and Merger Sub to consummate the Merger is not subject to any financing condition (including, without limitation, consummation of any debt financing), Augmedix has agreed that it will use its commercially reasonable efforts, and will cause each of its subsidiaries to use its commercially reasonable efforts, and will use commercially reasonable efforts to cause their respective Representatives to use their commercially reasonable efforts, to, among other things, provide Commure and Merger Sub with such reasonable cooperation as may be reasonably requested by Commure or Merger Sub upon reasonable notice to assist them in arranging and consummating the debt financing (if any) to be obtained by Commure or Merger Sub in connection with the Merger. For more information, please see the section of this proxy statement captioned “The Merger Agreement-Cooperation with Debt Financing.”

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The Voting and Support Agreements

The following summary describes the material provisions of the Voting Agreements. The descriptions of the Voting Agreements in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Voting Agreements, the form of which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. We encourage you to read the form of Voting Agreement carefully and in its entirety because this summary may not contain all the information about the Voting Agreements that is important to you. The rights and obligations of the parties are governed by the express terms of the Voting Agreements and not by this summary or any other information contained in this proxy statement.

Concurrently with the execution of the Merger Agreement, and following approval thereof by the Augmedix Board, Commure and Merger Sub entered into Voting Agreements with certain entities affiliated with Redmile Group, LLC, HINSIGHT-AUGX HOLDINGS, LLC and Emmanuel Krakaris, our Chief Executive Officer (collectively, the “Voting Agreement Stockholders”), in each case in their capacity as stockholders of the Augmedix. As of the Record Date, the Voting Agreement Stockholders held, in the aggregate, approximately [ ]% of the outstanding shares of Augmedix’s common stock.

Under the Voting Agreements, the Voting Agreement Stockholders have agreed, subject to the terms and conditions in the Voting Agreements and during the term of the Voting Agreements, to vote all of their shares of Augmedix’s common stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any competing transaction or other action that might prevent, materially impede, materially delay or materially and adversely affect the consummation of the Merger. Redmile’s Voting Agreement limits the shares required to be voted by Redmile pursuant to the Voting Agreement to, when aggregated with the shares required to be voted by the other Voting Agreement Stockholders, 45% of the total outstanding shares of Augmedix common stock, if applicable.

Pursuant to the Voting Agreements, the Voting Agreement Stockholders have agreed that until the termination of the Voting Agreements, the Voting Agreement Stockholders will not, directly or indirectly transfer or sell their securities of Augmedix, subject to certain exceptions set forth in the Voting Agreements.

The Voting Agreements terminate in certain circumstances, including in connection with Augmedix’s termination of the Merger Agreement in order to accept a Superior Proposal or upon the occurrence of the Effective Time.

Closing and Effective Time

The closing of the Merger will take place (a) on the fifth business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the Closing of the Merger (as described under the caption, “The Merger Agreement-Conditions to the Closing of the Merger”) other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions, or (b) such other time as Commure, Merger Sub and Augmedix mutually agree in writing.

Appraisal Rights

If the Merger is consummated, our stockholders (including beneficial owners of shares of Augmedix’s common stock) who (1) do not vote in favor of the adoption of the Merger Agreement and approval of the Merger, (2) properly demand an appraisal of their applicable shares of Augmedix’s common stock prior to the vote on the adoption of the Merger Agreement, (3) continuously hold of record or own beneficially their applicable shares through the Effective Time, (4) otherwise comply with the procedures of Section 262, including by satisfying certain ownership thresholds set forth therein, and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions of Section 262, seek appraisal of their shares of common stock in connection with the Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” or to a “holder of shares” are to a record holder of shares of Augmedix’s common stock, all references in Section 262 and in this summary to a “beneficial

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owner” are to a person who is the beneficial owner of shares of Augmedix’s common stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to a “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders (including beneficial owners of shares of Augmedix’s common stock) exercise their appraisal rights under Section 262. Stockholders (including beneficial owners of shares of Augmedix’s common stock) should carefully review the full text of Section 262 as well as the information discussed below.

Under Section 262, if the Merger is completed, holders of record and beneficial owners of shares of Augmedix’s common stock who (1) submit a written demand for appraisal of such person’s shares to Augmedix prior to the vote on the adoption of the Merger Agreement; (2) do not vote in favor of the adoption of the Merger Agreement and approval of the Merger; and (3) continuously hold of record or own beneficially such shares on the date of making the demand for appraisal through the Effective Time may be entitled to have their shares of Augmedix’s common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the Merger Agreement, of the “fair value” of their shares of Augmedix’s common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to persons seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) the interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless (1) the total number of shares of Augmedix’s common stock entitled to appraisal exceeds one percent of the outstanding shares of Augmedix’s common stock as measured in accordance with subsection (g) of Section 262; or (2) the value of the Merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.”

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Augmedix’s notice to our stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any person who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Per Share Price described in the Merger Agreement without interest and subject to any applicable tax withholdings. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Augmedix’s common stock, Augmedix believes that if a person is considering exercising such rights, that person should seek the advice of legal counsel.

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Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Augmedix’s common stock must do ALL of the following:

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the Merger Agreement and approve the Merger, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt of the Merger Agreement and approve the Merger or abstain with respect to such proposal.

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Augmedix, before the vote on the adoption of the Merger Agreement and approval of the Merger at the Special Meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the Merger Agreement and approval of the Merger. A vote in favor of the adoption of the Merger Agreement and approval of the Merger, in person at the Special Meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A failure to vote against the adoption of the Merger Agreement will not constitute a waiver of a stockholder’s appraisal rights. A person exercising appraisal rights must hold of record or beneficially own the shares on the date the written demand for appraisal is made and must continue to hold or own, as applicable, the shares through the Effective Time. Neither voting (in person or by proxy) against the adoption of the Merger Agreement or approval of the Merger nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement or to approve the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement and approval of the Merger.

A written demand for appraisal made by a stockholder of record must reasonably inform Augmedix of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. A written demand for appraisal made by a beneficial owner must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Augmedix, Inc.

111 Sutter Street, Suite 1300

San Francisco, California, 94104

Attention: Corporate Secretary

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At any time within 60 days after the Effective Time, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the Per Share Price offered pursuant to the Merger Agreement, without interest and subject to any applicable tax withholdings, by delivering to Augmedix, as the Surviving Corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under Section 262(j) of the DGCL (a “reservation”); provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the Effective Time. If Augmedix, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Price being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each person who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement and approval of the Merger, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders (including beneficial owners) should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Augmedix’s common stock. Accordingly, any persons who desire to have their shares of Augmedix’s common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Augmedix’s common stock within the time and in the manner prescribed in Section 262. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, persons’ rights to appraisal shall cease, and all such persons will be entitled to receive the consideration offered pursuant to the Merger Agreement without interest.

Within 120 days after the Effective Time, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Augmedix has received demands for appraisal and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). The Surviving Corporation must send this statement to the requesting person within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

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If a petition for an appraisal is duly filed by any person other than the Surviving Corporation and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares of common stock and with whom agreements as to the value of their shares of common stock have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the Surviving Corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the Surviving Corporation.

After notice is provided to the applicable persons as required by the court, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares of common stock and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Pursuant to Section 262(g) of the DGCL, the Delaware Court of Chancery will dismiss appraisal proceedings as to all persons who assert appraisal rights unless (1) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of Augmedix’s common stock as measured in accordance with Section 262(g) of the DGCL; or (2) the value of the merger consideration in respect of such shares exceeds $1 million.

Determination of Fair Value

Where proceedings are not dismissed, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Augmedix’s common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) the interest accrued before such voluntary cash payment, unless paid at that time. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In

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Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of common stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons seeking appraisal should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Price. Neither Augmedix nor Commure anticipates offering more than the Per Share Price to any persons exercising appraisal rights, and each of Augmedix and Commure reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Augmedix’s common stock is less than the Per Share Price.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Augmedix’s common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, the person’s shares of Augmedix’s common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Price.

From and after the Effective Time, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of Augmedix’s common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the Per Share Price for your dissenting shares in accordance with the Merger Agreement, without interest and subject to any applicable tax withholdings. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “business combination” under Accounting Standards Codification Number 805 – Business Combinations for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Augmedix’s common stock whose shares are converted into the right to receive cash pursuant to the Merger. This summary is

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general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a stockholder in light of its particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Augmedix’s common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, such as holders who may be subject to special treatment under U.S. federal income tax laws, including:

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In addition, the following discussion does not address the tax consequences of transactions effected prior to, concurrently with or after the Merger (whether or not such transactions are effected in connection with the Merger). The following discussion also does not address the U.S. federal income tax consequences to stockholders that exercise dissenters’ rights, the U.S. federal estate, gift or alternative minimum tax consequences, if any, the tax consequences arising from the Medicare tax on net investment income, and any state, local or non-U.S. tax consequences.

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Augmedix’s common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Augmedix’s common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Augmedix’s common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Augmedix’s common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

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Non-U.S. Holders

The following is a summary of material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of Augmedix’s common stock that, for U.S. federal income tax purposes, is neither a U.S. Holder nor a partnership (or an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes).

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult with their tax advisors regarding the tax consequences of the transaction to them both under U.S. federal income tax laws and the tax laws of the applicable jurisdiction.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (a) provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders of Augmedix’s common stock. Stockholders should consult their own tax advisors as to the particular tax consequences to them of exchanging their shares of Augmedix’s common stock for cash pursuant to the Merger under any federal, state, local or non-U.S. tax laws.

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Regulatory Approvals Required for the Merger

Augmedix and Commure have agreed to use their respective reasonable best efforts to take all actions necessary to obtain all consents, waivers, approvals, orders and authorizations from governmental authorities that are necessary or advisable to consummate the Merger.

The closing of the Merger is not conditioned upon the clearance or approval by any governmental agency; however, we cannot exclude the possibility that one or more governmental agencies may require the parties to make regulatory filings in connection with the Merger, and also may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals, if any, will be obtained, we cannot assure you that these regulatory clearances and approvals, if any, will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

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THE MERGER AGREEMENT

The following summary describes the Merger and the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Augmedix, Commure and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Augmedix, Commure and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Augmedix, Commure and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A to this proxy statement, only to provide you with information regarding its terms and conditions. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Augmedix and our business. Please see the section of this proxy statement captioned “Where You Can Find More Information.” Augmedix will continue to comply with its public disclosure obligations under applicable securities laws and regulations.

Unless indicated otherwise, any capitalized term not otherwise defined has the meaning assigned to such term in the Merger Agreement.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time: (1) Merger Sub will be merged with and into Augmedix; (2) the separate corporate existence of Merger Sub will thereupon cease; and (3) Augmedix will continue as the Surviving Corporation and a direct wholly owned subsidiary of Commure. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Augmedix and Merger Sub, and all of the debts, liabilities and duties of Augmedix and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Except as otherwise determined by Commure and notified in writing to Augmedix prior to the Effective Time, at the Effective Time, the initial directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified. Except as otherwise determined by Commure and notified in writing to Augmedix prior to the Effective Time, at the Effective Time, the initial officers of the Surviving Corporation will consist of the officers of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly appointed. At the Effective Time, the certificate of incorporation of Augmedix as the Surviving Corporation will be amended

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and restated in its entirety to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended, in each case except that references to the name of Merger Sub will be replaced by references to the name of the Surviving Corporation.

Closing and Effective Time

The closing of the Merger will take place on the fifth business day following the satisfaction or waiver of all conditions to closing of the Merger (described in this proxy statement in the section captioned “Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing) or such other time agreed to in writing by Commure, Augmedix and Merger Sub. On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective at the time of filing and acceptance of record by the Secretary of State for the State of Delaware, or at such later time as is agreed by the parties and specified in the certificate of merger.

Merger Consideration

Common Stock

Unless otherwise agreed to by the parties to the Merger Agreement, at the Effective Time, each share of Augmedix’s common stock that is outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of common stock owned by Augmedix, Commure or Merger Sub or by stockholders or beneficial owners of Augmedix who have neither voted in favor of the Merger nor consented to the Merger in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such shares of Augmedix’s common stock in accordance with Section 262) will be cancelled and extinguished and automatically converted into the right to receive the Per Share Price, without interest and subject to any applicable tax withholdings.

Outstanding Company RSUs, Company Options and Company SARs

At the Effective Time, each vested Company RSU, each vested Company Option and each vested Company SAR will be cancelled and automatically converted into the right to receive the vested Company RSU consideration, vested Company Option consideration or vested Company SAR consideration, respectively. The vested Company RSU consideration will be equal to the product of (1) the aggregate number of shares of Augmedix’s common stock subject to the vested Company RSU multiplied by (2) the Per Share Price, subject to any required tax withholdings. The vested Company Option consideration will be equal to the product of (1) the aggregate number of shares of Augmedix’s common stock subject to the vested Company Option and (2) the excess, if any, of the Per Share Price over such vested Company Option’s applicable per share exercise price, subject to any required tax withholdings. The vested Company SAR consideration will be equal to the product of (1) the aggregate number of shares of Augmedix’s common stock subject to the vested Company SAR multiplied by (2) the excess, if any, of the Per Share Price over such vested Company SAR’s applicable per share exercise price, subject to any required tax withholdings.

At the Effective Time, each unvested Company RSU, each unvested Company Option and each unvested Company SAR will be cancelled and replaced with a right to receive the Cash Replacement Amount, subject to the vesting conditions described below. The Cash Replacement Amount with respect to an unvested Company RSU will be equal to the product of: (1) the total number of shares of Augmedix’s common stock subject to the unvested Company RSU, multiplied by (2) the Per Share Price, subject to any required tax withholdings. The Cash Replacement Amount with respect to an unvested Company Option will be equal to the product of: (1) the total number of shares of Augmedix’s common stock subject to the unvested Company Option and (2) the excess, if any, of the Per Share Price over the unvested Company Option’s per share exercise price, subject to

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any required tax withholdings. The Cash Replacement Amount with respect to an unvested Company SAR will be equal to the product of: (1) the total number of shares of Augmedix’s common stock subject to the unvested Company SAR and (2) the excess, if any, of the Per Share Price over the unvested Company SAR’s per share exercise price, subject to any required tax withholdings. The Cash Replacement Amount will be subject to the same vesting conditions (including continued service requirements and any accelerated vesting on specific terminations of employment) that applied to the cancelled unvested Company RSU, unvested Company Option or unvested Company SAR, as applicable, except for terms rendered inoperative by reason of the Merger or for any applicable administrative or ministerial changes.

Any Company Option or Company SAR with an exercise price that is equal to or greater than the Per Share Price will be cancelled without any cash payment or other consideration being made in respect of such Company Option or Company SAR.

The Company Equity Plans will terminate as of the Effective Time.

Outstanding Company Warrants

At the Effective Time, outstanding and unexercised Company Warrants will be treated in accordance with the terms of the applicable Company Warrant, as follows: (i) each Terminated Warrant shall expire or terminate immediately prior to the Effective Time without any consideration payable therefor; (ii) each In-the-Money Warrant shall be cancelled and automatically converted into the right to receive an amount in cash calculated pursuant to the terms of such In-the-Money Warrant; and (iii) unless otherwise agreed with the holders thereof prior to the Effective Time, each Unexercised Warrant shall be converted into and thereafter evidence a warrant entitling the holder thereof to receive upon exercise an amount in cash calculated pursuant to the terms of such Unexercised Warrant. Following the Effective Time, each Unexercised Warrant will be subject to the same terms and conditions as had applied to such Unexercised Warrant as of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the Merger or as otherwise set forth in the Merger Agreement or in such Unexercised Warrant and subject to such adjustments as reasonably determined by Commure and Augmedix to be necessary or appropriate to give effect to the conversion and the Merger.

Exchange and Payment Procedures

Prior to the Closing, Commure will select a Payment Agent to make payments of the Merger consideration to Augmedix stockholders. At or prior to the Closing, Commure will deposit (or cause to be deposited) with the Payment Agent an amount of cash equal to the aggregate consideration to which the holders of Augmedix’s common stock become entitled pursuant to the terms of the Merger Agreement.

Upon receipt of a letter of transmittal or “agent’s message” by the Payment Agent, as applicable, the Payment Agent will deliver to each holder of record of shares of Augmedix’s common stock the Per Share Price for each such share of common stock in exchange for such holder’s certificated or uncertificated shares. The amount of any Per Share Price paid to Augmedix stockholders may be subject to applicable tax withholdings.

If any cash deposited with the Payment Agent is not claimed within one year following the Effective Time, such cash will be returned to Commure, upon demand, and any holders of Augmedix’s common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Commure as general creditor for payment of the Per Share Price. Any cash deposited with the Payment Agent that remains unclaimed two years following the Effective Time, or at such earlier date as is immediately prior to the time at which such amounts would become property of any Governmental Authority, will, to the extent permitted by applicable law, become the property of the Commure free and clear of any claims or interest of any person previously entitled thereto.

Representations and Warranties

The Merger Agreement contains representations and warranties of Augmedix, Commure and Merger Sub.

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Some of the representations and warranties in the Merger Agreement made by Augmedix are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Augmedix, any change, event, effect or circumstance that, individually or in the aggregate have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, is or would reasonably be expected to (1) prevent, materially delay or materially impair the ability of Augmedix and its subsidiaries to consummate the transactions contemplated hereby, including the Merger or (2) have a material adverse effect on the business, financial condition or results of operations of Augmedix and its subsidiaries, taken as a whole; provided, however, with respect to clause (2), that none of the following (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

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In the Merger Agreement, Augmedix has made customary representations and warranties to Commure and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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In the Merger Agreement, Commure and Merger Sub have made customary representations and warranties to Augmedix that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

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Conduct of Business Pending the Merger

The Merger Agreement provides that, except as: (1) expressly contemplated by the Merger Agreement; (2) as required by applicable law; (3) disclosed in the confidential disclosure letter to the Merger Agreement; or (4) as approved by Commure (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the Merger Agreement and the earlier of the termination of the Merger Agreement and the Effective Time, Augmedix will, and will cause each of its subsidiaries to:

In addition, Augmedix has also agreed that, except as (1) disclosed in the confidential disclosure letter to the Merger Agreement, (2) required by applicable law, (3) approved by Commure (which approval will not be unreasonably withheld, conditioned or delayed), or (4) expressly contemplated by the Merger Agreement, during the period of time between the date of the Merger Agreement and the earlier of the termination of the Merger Agreement and the Effective Time, Augmedix will not, and will cause each of its subsidiaries not to, among other things:

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No Solicitation or Negotiation of Alternative Acquisition Proposals

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the Effective Time, Augmedix has agreed not to, and to not instruct, authorize or knowingly permit its subsidiaries and its and their respective Representatives to:

Notwithstanding these restrictions, under certain circumstances, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the Effective Time, Augmedix will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent such provision prohibits or purports to prohibit a confidential proposal being made to the Augmedix Board (or a committee thereof).

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In addition, Augmedix has agreed to request the prompt return or destruction of all non-public information concerning Augmedix or its subsidiaries furnished to any person in connection with a potential Acquisition Proposal with whom a confidentiality agreement was entered into with respect to a potential Acquisition Proposal, or any such person who made an Acquisition Proposal, and cease providing any further information with respect to Augmedix or any Acquisition Proposal to any such persons or their respective Representatives in connection with any potential Acquisition Proposal and terminate all access granted to any such persons or their respective Representatives to any physical or electronic data room.

Notwithstanding these restrictions, under certain circumstances, from the date of the Merger Agreement until Augmedix’s receipt of the approval of the Merger by the requisite affirmative vote of Augmedix’s stockholders, Augmedix and the Augmedix Board (or a committee thereof) may, among other things, participate or engage in discussions or negotiations with, furnish any non-public information relating to Augmedix and its subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Augmedix and its subsidiaries pursuant to a confidentiality agreement to any person or its representatives that has made or delivered to Augmedix an Acquisition Proposal after the date of the Merger Agreement, and otherwise facilitate such Acquisition Proposal or assist such person (and its representatives and financing sources) with such Acquisition Proposal (in each case, if requested by such person), in each case with respect to an Acquisition Proposal that did not result from any material breach of Augmedix’s obligations, as described in the immediately preceding paragraph; provided, however, that (1) the Augmedix Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal, or would reasonably be expected to lead to, a Superior Proposal, and (2) the Augmedix Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this paragraph would be or would reasonably be expected to be inconsistent with its fiduciary obligations pursuant to applicable law; provided, however, that Augmedix will promptly (and in any event within 48 hours) make available to Commure any non-public information concerning Augmedix and its subsidiaries that is provided to any such person or its representatives that was not previously made available to Commure.

Augmedix is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal, unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Commure in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement so that such Superior Proposal no longer constitutes “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations; provided, however, that in the event of any material revisions to such Superior Proposal, Augmedix will be required to deliver a new written notice to Commure and to comply with the requirements of the Merger Agreement with respect to such new written notice (it being understood that this intervening notice period in respect of such new written notice will be two business days).

If Augmedix terminates the Merger Agreement prior to the approval of the Merger by the requisite affirmative vote of Augmedix’s stockholders for the purpose of entering into an agreement in respect of a Superior Proposal, Augmedix must pay a $5.24 million termination fee to Commure.

The Augmedix Board Recommendation; Augmedix Board Recommendation Change

As described above, and subject to the provisions described below, the Augmedix Board has made the recommendation that the holders of shares of Augmedix’s common stock vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger (the “Augmedix Board Recommendation”). The Merger Agreement provides that the Augmedix Board will not effect a Augmedix Board Recommendation Change (as defined below) except as described below.

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Prior to the adoption of the Merger Agreement and approval of the Merger by Augmedix stockholders, the Augmedix Board may not take any of the following actions (any such action, a “Augmedix Board Recommendation Change”):

Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement and approval of the Merger by the requisite affirmative vote of Augmedix’s stockholders, the Augmedix Board (or a committee thereof) may effect an Augmedix Board Recommendation Change if (1) an Intervening Event (as defined below) has occurred; or (2) Augmedix has received a bona fide Acquisition Proposal that the Augmedix Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case, to the extent a failure to effect a Augmedix Board Recommendation Change would be or would reasonably be expected to be inconsistent with the fiduciary obligations of the Augmedix Board under applicable law.

The Augmedix Board may effect a Augmedix Board Recommendation Change for an Intervening Event only if:

In addition, the Augmedix Board may only effect an Augmedix Board Recommendation Change or authorize Augmedix to terminate the Merger Agreement to enter into an agreement with respect to an Acquisition Proposal in response to a bona fide Acquisition Proposal that the Augmedix Board has concluded in

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good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case if and only if:

For purposes of this proxy statement and the Merger Agreement, an “Intervening Event” means any positive material event, development or material change in circumstances with respect to Augmedix (other than in connection with a bona fide Acquisition Proposal that constitutes a Superior Proposal) that was (1) not actually known to, or reasonably foreseeable or expected by, the Augmedix Board as of the date of the Merger Agreement or if actually known, or reasonably foreseeable or expected, the consequences of which were not known, or reasonably foreseeable or expected, as of the date of the Merger Agreement; or (2) does not relate to (a) any Acquisition Proposal; or (b) the mere fact, in and of itself, that Augmedix meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement, or changes after the date of the Merger Agreement in the market price or trading volume of Augmedix’s common stock or credit rating (it being understood that the underlying cause of any of the foregoing in clause (b) may be considered and taken into account).

Employee Matters

The Merger Agreement provides that for a period of one year following the Effective Time (or, if earlier, the date of termination of an applicable Continuing Employee), the Surviving Corporation and its subsidiaries will provide to each employee who continues employment following the Merger (each a “Continuing Employee”) (1) a base salary or base wage rate and target annual cash incentive and bonus opportunities, as applicable, that

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are no less favorable in the aggregate than those provided to each Continuing Employee immediately prior to the Effective Time and (2) employee benefits (excluding nonqualified deferred compensation, bonus, incentive, equity or equity-based, severance, change in control, transaction or retention compensation or arrangements or defined benefit pension and post-employment or retiree health or welfare benefits (collectively, the “Excluded Benefits)) that are substantially comparable in the aggregate to either, at Commure’s discretion, (A) those provided to each Continuing Employee immediately prior to the Effective Time under the Employee Plans set forth on the confidential disclosure letter to this Merger Agreement, and (B) those provided to similarly situated employees of Commure or some combination of (A) and (B), in each case, excluding the Excluded Benefits.

For any Continuing Employee whose employment is involuntarily terminated by the Surviving Corporation without “cause” (and not due to the Continuing Employee’s death or disability) during the one-year period following the Effective Time, the Surviving Corporation will provide severance benefits that are no less favorable than the severance benefits to which such Continuing Employee would have been entitled to receive upon such termination pursuant to the terms of the Employee Plan set forth in the confidential disclosure letter to the Merger Agreement.

Following the Effective Time, the Surviving Corporation will cause to be granted to each Continuing Employee credit for service with Augmedix and its subsidiaries prior to the Effective Time under the employee benefit plans of the Surviving Corporation and its subsidiaries in which such Continuing Employee participates following the Effective Time (the “New Plan”) for purposes of eligibility to participate, vesting and entitlement to benefits solely for purposes of vacation accrual and severance pay entitlement to the same extent and for the same purpose as such service was credited under the analogous Employee Plan in which such Continuing Employee participated immediately prior to the Effective Time, except that such service need not be credited to the extent that it would result in duplication of compensation, coverage or benefits for the same period of service and shall not apply for any purpose under any Excluded Benefit. In addition, and without limiting the generality of the foregoing, for the plan year in which the Effective Time occurs, the Surviving Corporation and its subsidiaries shall use commercially reasonable efforts to cause: (i) each Continuing Employee to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a comparable Employee Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, the “Old Plans”; (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents to the same extent waived or satisfied under the analogous Old Plan in which such Continuing Employee participated immediately prior to the Effective Time, and (iii) any eligible expenses paid by such Continuing Employee and his or her covered dependents under any Old Plan that is a group health plan for the plan year in which the Effective Time occurs to be given full credit under the applicable New Plan that is a group health plan for purposes of satisfying the corresponding deductible, coinsurance, co-pay, offsets and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents as if such amounts had been paid in accordance with such New Plan.

At the written request of Commure provided no later than 10 Business Days prior to the Closing Date, Augmedix shall, at least one day prior to the Closing Date, adopt written resolutions (the form of which shall have been approved by Commure, whose approval shall not unreasonably be withheld) to terminate the Augmedix, Inc. 401(k) Plan and to fully vest all participants under the Augmedix, Inc. 401(k) Plan, such termination and vesting shall be effective no later than the day preceding the Closing Date. Commure shall allow eligible rollover contributions to Commure’s qualified defined contribution retirement plan of account balances under the Augmedix, Inc. 401(k) Plan.

Notwithstanding anything to the contrary set forth in the Merger Agreement, the Employee Matters section will not be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Commure, the Surviving Corporation or any of their respective Subsidiaries to terminate any Continuing Employee for any

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reason (ii) subject to the limitations and requirements specifically set forth in the Employee Matters section, require Commure, the Surviving Corporation or any of their respective Subsidiaries to continue any Employee Plan, New Plan or any other benefit or compensation, plan, program, policy, agreement or arrangement or prevent the amendment, modification or termination thereof after the Effective Time; (iii) create any third-party beneficiary rights in any Person; or (iv) establish, amend or modify any Employee Plan or any other benefit or compensation plan, program, policy, agreement or arrangement.

Efforts to Close the Merger

Under the Merger Agreement, Commure, Merger Sub and Augmedix agreed to use reasonable best efforts to take all actions and assist and cooperate with the other parties, in each case as necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.

Cooperation with Debt Financing

Although the obligation of Commure and Merger Sub to consummate the Merger is not subject to any financing condition (including, without limitation, consummation of any debt financing), Augmedix has agreed that it will use its commercially reasonable efforts to, and will cause each of its subsidiaries to use their respective commercially reasonable efforts to and will use commercially reasonable efforts to cause its and their respective Representatives to use their commercially reasonable efforts to, among other things:

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Notwithstanding anything in the Merger Agreement to the contrary, Augmedix will not be required to, in connection with the Debt Financing, (1) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Commure; (2) enter into any definitive agreement or distribute any cash (except to the extent subject to concurrent reimbursement by Commure) that will be effective prior to the Closing Date; (3) give any indemnities in connection with the Debt Financing (other than the customary representation letters, authorization letters and undertakings described above) that are, in each case, effective prior to the Effective Time; (4) take any action that, in the good faith determination of Augmedix, could reasonably be expected to unreasonably interfere with the conduct of the business or operations of Augmedix or its subsidiaries or could reasonably be expected to create an unreasonable risk of damage or destruction to any of their property or assets of Augmedix or its subsidiaries; or (5) take any action (including the disclosure of any information) that would reasonably be expected to conflict with or violate its organizational documents or any applicable Laws or would reasonably be expected to result in a violation or breach of, or default under, or create a right of termination or acceleration by any third Person party to any Contract to which Augmedix or any of its subsidiaries is a party (so long as such Contract is not entered into by Augmedix with the intent of availing itself of the limitation set forth herein). In addition, (1) no action, liability or obligation of Augmedix or any of its subsidiaries or any of its or their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing or any of the actions required to be taken by Augmedix or any of its subsidiaries pursuant to the cooperation requirements described above (other than customary representation letters, authorization letters and undertakings) will be effective until the Effective Time, and neither Augmedix, its subsidiaries nor any of their respective Representatives will be required to take any action

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pursuant to any certificate, agreement, arrangement, document or instrument (other than customary representation letters, authorization letters and undertakings) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time and any such execution shall solely be required only to the extent that such Representative will be continuing in such capacity following Closing, and (2) any bank information memoranda required in relation to the Debt Financing will contain disclosure reflecting the Surviving Corporation or its subsidiaries as the obligor. No officer or Representative of Augmedix or its subsidiaries shall be required to deliver any certificate or opinion or take any other action pursuant to the cooperation requirements described above that could reasonably be expected to result in personal liability to such officer or Representative. The pre-Closing Augmedix Board will not be required to approve any financing or Contracts or other documents related to the Debt Financing (other than, if applicable, approval of the execution of customary representation letters, authorization letters and undertakings described above). Augmedix and/or its subsidiaries will not be required to, in connection with the Debt Financing, (1) provide any information where access to such information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine, or other legal privilege applicable to such information, (2) deliver any solvency opinions or legal opinions, (3) take any action that could reasonably be expected to result in personal liability of any such Person or (4) prepare or provide any (a) financial statements of Augmedix and its subsidiaries other than the Required Financial Statements; (b) description of all or any component of the Debt Financing; (c) pro forma financial statements or adjustments or projections; or (d) other information that is not regularly maintained by Augmedix or its Subsidiaries in the ordinary course of business. Notwithstanding anything to the contrary in the Merger Agreement, a breach of the obligations of Augmedix or its subsidiaries regarding the cooperation requirements described above may not be asserted by Commure or Merger Sub as a material breach of Augmedix’s representations, warranties and covenants under the Merger Agreement that serves as the basis for Commure’s right to terminate the Merger Agreement.

Promptly upon request by Augmedix, Commure will (1) reimburse Augmedix for any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by Augmedix or its subsidiaries in connection with the cooperation requirements described above (other than any costs and expenses with respect to any information that would be required to be produced by Augmedix and its subsidiaries in the ordinary course of business independent of the cooperation requirements described above, including any costs and expenses in preparing the Required Financial Statements) and (2) indemnify Augmedix, its subsidiaries and its and their Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with the cooperation requirements described above (other than any such amount resulting from their willful misconduct or gross negligence).

Indemnification and Insurance

The Merger Agreement provides that the Surviving Corporation will (and Commure must cause the Surviving Corporation to) honor and fulfill, in all respects, the obligations of Augmedix and its subsidiaries pursuant to any indemnification agreements between Augmedix and its subsidiaries and any of its current or former directors or officers (collectively, the “Indemnified Persons”) or employees for any acts or omissions by such Indemnified Persons or employees occurring prior to the Effective Time. In addition, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Commure will cause the Surviving Corporation to) cause the organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in organizational documents in effect as of the date of the Merger Agreement.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Commure must cause the Surviving Corporation to) indemnify and hold harmless (and advance expenses) each Indemnified Person, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines,

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losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director, officer, employee or agent of Augmedix or Augmedix’s subsidiaries or other affiliates to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (2) the Merger Transactions, as well as any actions taken by Augmedix, Commure or Merger Sub with respect thereto. The Merger Agreement also provides that the Surviving Corporation will (and Commure must cause the Surviving Corporation to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, without limiting the foregoing, unless Augmedix has purchased a “tail” policy prior to the Effective Time (which Augmedix may purchase, provided that the premium for such insurance does not exceed 300% of the aggregate annual premiums currently paid), the Merger Agreement requires Commure to cause the Surviving Corporation to maintain Augmedix’s existing directors’ and officers’ insurance policies on terms that are equivalent to such policies for a period of at least six years commencing at the Effective Time. Neither Commure nor the Surviving Corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums currently paid by Augmedix, and if the premium for such insurance coverage would exceed such amount Commure shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost equal to such amount from an insurance carrier with the same or better credit rating as Augmedix’s current directors’ and officers’ liability insurance carrier.

Other Covenants

Special Meeting

Augmedix has agreed to take all necessary action (in accordance with applicable law and Augmedix’s organizational documents) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting as promptly as reasonably practicable after the date of the Merger Agreement, for the purpose of voting upon the adoption of the Merger Agreement and approval of the Merger.

Stockholder Litigation

Augmedix will (1) provide Commure with prompt notice of all Transaction Litigation, (2) keep Commure reasonably informed with respect to the status thereof, (3) give Commure the opportunity to participate in the defense, settlement or prosecution of any such litigation, and (4) consult with Commure with respect to the defense, settlement or prosecution of such litigation. Augmedix may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any such litigation without Commure’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

Conditions to the Closing of the Merger

The obligations of Commure and Merger Sub, on the one hand, and Augmedix, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

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In addition, the obligations of Commure and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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In addition, the obligation of Augmedix to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions: