UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2017

 

 

 

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36305   26-1367393
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

2330 NW Everett St.

Portland, Oregon

  97210
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (877) 774-4211

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

  

Item 2.02.Results of Operations and Financial Condition.

 

On August 2, 2017, Semler Scientific, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

The information contained in this Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

(d) Exhibits.

 

Exhibit No.

Description

99.1   Press Release of Semler Scientific, Inc., dated August 2, 2017.

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SEMLER SCIENTIFIC, INC.
     
  By: /s/Douglas Murphy-Chutorian
    Name: Douglas Murphy-Chutorian
    Title: Chief Executive Officer

 

Date: August 2, 2017

 

 

 

Exhibit 99.1

 

 

Semler Reports Second Quarter and First Half 2017 Financial Results

 

Strong Revenue Growth Driven By Increasing Number of Installations

 

PORTLAND, Ore. – August 2, 2017 – Semler Scientific, Inc. (OTCQB: SMLR), an emerging growth company that provides technology solutions to improve the clinical effectiveness and efficiency of healthcare providers, today reported financial results for the second quarter and six months ended June 30, 2017.

 

“Orders for QuantaFlo™ were robust as we believe customers recognize the value of our product, that is, to provide better clinical outcomes for their patients and better economics for their businesses,” said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. “We are looking forward to our best year ever in terms of revenue,” he added.

 

FINANCIAL RESULTS

 

For the three months ended June 30, 2017, compared to corresponding period of 2016, Semler had:

 

·Revenue of $2,578,000, an increase of $942,000, compared to $1,636,000
·Cost of revenue of $592,000, an increase of $59,000, compared to $533,000
·Total operating expenses, which includes cost of revenue, of $3,133,000, an increase of $627,000, compared to $2,506,000
·Net loss of $850,000, or $0.16 per share, a decrease of $116,000, compared to a net loss of $966,000, or $0.19 per share

 

For the six months ended June 30, 2017, compared to the corresponding period of 2016, Semler had:

 

·Revenue of $4,633,000, an increase of $1,497,000, compared to $3,136,000
·Cost of revenue of $1,131,000, an increase of $181,000, compared to $950,000
·Total operating expenses, which includes cost of revenue, of $5,937,000, an increase of $1,000,000, compared to $4,937,000
·Net loss of $1,722,000, or $0.33 per share, a decrease of $250,000, compared to a net loss of $1,972,000, or $0.38 per share

 

  Page 1 of 6

 

  

For the three months ended June 30, 2017, compared to three months ended March 31, 2017, Semler had:

 

·Revenue of $2,578,000, an increase of $523,000, compared to $2,055,000
·Cost of revenue of $592,000, an increase of $52,000, compared to $540,000
·Total operating expenses, which includes cost of revenue, of $3,133,000, an increase of $328,000, compared to $2,805,000
·Net loss of $850,000, or $0.16 per share, a decrease of $21,000, compared to a net loss of $871,000, or $0.17 per share
·Cash of $496,000, an increase of $337,000, compared to $159,000

 

SECOND QUARTER 2017 HIGHLIGHTS

 

The major accomplishments of the second quarter were to:

 

1.Ship new and expanded orders for QuantaFlo™, our vascular testing product, which resulted in quarterly revenue growth of 25% compared to the first quarter of 2017; and

2.Make additional investments in research and development, technical and clinical services to support a larger and growing installed base of business.

 

We expect revenue from QuantaFlo™ to continue to grow due to an increasing number of installations resulting from new orders, higher average pricing as compared to its predecessor product and the recurring revenue business models that we employ. A significant number of orders were installed near the end of the second quarter of 2017 and were billed beginning in July 2017, which we expect to result in continued quarterly revenue growth in the third quarter of this year.

 

We also expanded our infrastructure to support the volume of business. Our research and development efforts continue to bring forth enhancements to our product’s capabilities, which we believe will further drive customer orders.

 

In the second quarter and over the next several months, we expect cost of revenue to increase as we customize equipment and software for clients to meet their cybersecurity and data analysis needs. It is still our intent to grow revenue at a faster rate than expenses and to achieve profitability.

 

“Our immediate objective is to become the standard of care for testing to identify patients at risk for heart attacks and strokes to enable better preventive medical care,” said Dr. Murphy-Chutorian. “The second quarter revenue performance was outstanding and propels us forward to an exciting full year of continued achievement,” he concluded.

 

  Page 2 of 6

 

 

Notice of Conference Call

 

Semler will host a conference call at 11 a.m. ET, Wednesday, August 2, 2017. The call will address second quarter and first half results and will provide a business update on Semler’s market outlook and strategies for the near-term future.

 

The conference call may be accessed by dialing 877-359-9508 for domestic callers and 224-357-2393 for international callers. Please specify to the operator that you would like to join the "Semler Second Quarter 2017 Financial Results Call, conference ID#: 56237295." The conference call will be archived on Semler's website at www.semlerscientific.com.

 

  Page 3 of 6

 

 

Semler Scientific, Inc.

Condensed Statements of Operations

(In thousands of U.S. Dollars, except for share and per share amounts)

  

   For the three months ended
June 30
   For the six months ended
June 30
 
   (Unaudited)   (Unaudited) 
   2017   2016   2017   2016 
                 
Revenue  $2,578   $1,636   $4,633   $3,136 
                     
Operating expenses:                    
Cost of revenue   592    533    1,131    950 
Engineering and product development   474    182    913    452 
Sales and marketing   1,164    1,028    2,153    2,001 
General and administrative   902    763    1,740    1,534 
                     
Total operating expenses   3,132    2,506    5,937    4,937 
                     
Loss from operations   (554)   (870)   (1,304)   (1,801)
                     
Interest expense   (115)   (96)   (231)   (170)
Other expense   (181)   -    (187)   (1)
Other expense   (296)   (96)   (418)   (171)
                     
Net loss   $(850)  $(966)  $(1,722)  $(1,972)
                     
Net loss per share, basic and diluted  $(0.16)  $(0.19)  $(0.33)  $(0.38)
Weighted average number of shares used in computing basic and diluted loss per share   5,340,234    5,123,568    5,286,179    5,123,568 

 

  Page 4 of 6

 

 

Semler Scientific, Inc.

Condensed Balance Sheets

(In thousands of U.S. Dollars)

 

   At   At 
   June 30, 2017   December 31, 2016 
   (Unaudited)     
         
Cash  $496   $622 
Other current assets   985    970 
Noncurrent assets   1,674    1,480 
Total assets   3,155    3,072 
           
Current liabilities   4,975    3,229 
Non-current liabilities   1,815    2,762 
Stockholders' deficit   (3,635)   (2,919)
Total liabilities and stockholders' deficit  $3,155   $3,072 

 

  Page 5 of 6

 

  

About Semler Scientific, Inc.:

 

Semler Scientific, Inc. is an emerging growth company that provides technology solutions to improve the clinical effectiveness and efficiency of healthcare providers. Semler Scientific’s mission is to develop, manufacture and market innovative proprietary products and services that assist its customers in evaluating and treating chronic diseases. Semler Scientific’s first patented and U.S. Food and Drug Administration, or FDA, cleared product, introduced commercially in 2011, measured arterial blood flow in the extremities to aid in the diagnosis of peripheral arterial disease. In March 2015, Semler Scientific received FDA 510(k) clearance for the next generation version of this product named QuantaFlo™, which was commercially launched in August 2015 to more comprehensively evaluate our customers’ patients for risk of heart attacks and strokes. Semler Scientific believes it is positioned to provide valuable information to its insurance company and physician customers, which in turn permit them to better guide patient care. Additional information about Semler can be found at semlerscientific.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking” statements. Such statements can be identified by, among other things, the use of forward-looking language such as the words “may,” “will,” “expect,” “anticipate,” “estimate,” “project,” “would,” “could” or words with similar meaning or the negatives of these terms or by the discussion of strategy or intentions. The forward-looking statements in this release include statements regarding the rate of customer orders, continued revenue growth from QuantaFlo™ business, and the effects of the Company’s cybersecurity measures research and development efforts and growth in cost of revenue. Such forward-looking statements are subject to a number of risks and uncertainties that could cause Semler Scientific’s actual results to differ materially from those discussed here, such as whether or not insurance plans and other customers will continue to lease its cardiovascular testing products, along with those statements detailed in Semler Scientific’s SEC filings, and involve assumptions, estimates, and uncertainties that reflect current internal projections, expectations or beliefs. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward looking statements contained in this press release are qualified in their entirety by these cautionary statements and the risk factors described above. Furthermore, all such statements are made as of the date of this release and Semler Scientific assumes no obligation to update or revise these statements unless otherwise required by law.

 

CONTACT:

 

Susan A. Noonan

S.A. Noonan Communications

susan@sanoonan.com

212 966 3650

 

SOURCE: Semler Scientific, Inc.

####

 

  Page 6 of 6