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): April 22, 2014
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On April 22, 2014, Semler Scientific, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2014. 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 April 22, 2014 | |
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: April 22, 2014
Exhibit 99.1
Semler Reports First Quarter 2014 Financial Results
-Semler builds momentum with revenue up 95% year-over-year and strengthens balance sheet with IPO proceeds-
PORTLAND, Ore. – April 22, 2014 – Semler Scientific, Inc. (Nasdaq: SMLR; “Semler”), an emerging medical risk-assessment company whose mission is to develop, manufacture and market patented products that identify the risk profile of medical patients to allow healthcare providers to capture full reimbursement potential for their services, today reported financial results for the first quarter ended March 31, 2014.
“The first quarter of 2014 was a productive period for Semler,” said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. “We successfully completed our initial public offering in February while growing revenue by 95% compared to the first quarter of 2013.”
FINANCIAL RESULTS
In the three months ended March 31, 2014 compared to the corresponding period of 2013, Semler had:
| · | Revenue of $837,000, an increase of $408,000, or 95%, compared to $429,000 |
| · | Cost of revenue of $155,000, an increase of $69,000, or 80%, from $86,000 |
| · | Total operating expenses, which includes cost of revenue, of $1,627,000, an increase of $656,000, or 68%, compared to $971,000 |
| · | Net loss of $817,000, or $0.36 per share, an increase of $246,000, or 43%, compared to a net loss of $571,000, or $0.73 per share |
Net cash of $7,612,000 as of March 31, 2014 compared to net cash of $734,000 as of December 31, 2013.
FIRST QUARTER 2014 HIGHLIGHTS
On February 26, 2014, Semler closed the initial public offering of its common stock, pursuant to which it sold an aggregate of 1,430,000 shares of its common stock at a price to the public of $7.00 per share, and received gross proceeds of approximately $10,010,000 before deducting underwriting discounts and commissions and other offering expenses.
“During the first quarter, expenditures were made to increase our sales and marketing efforts, develop new products and pay administrative costs associated with being a public company,” said Dr. Murphy-Chutorian. “Our primary focus is to bring in new customers to our expanding base of established clients and to continue our record of outstanding revenue growth on the road to profitability. Our objective is to create a win for patients, payors, physicians and shareholders.”
Notice of Conference Call
Semler will host a conference call at 10 a.m. EDT, Tuesday, April 22, 2014. The call will address first quarter results and will
provide a business update on the company’s market outlook and strategies for 2014.
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 First Quarter 2014 Financial Results Call, conference ID#:
31468379." The conference call will be archived on Semler's website at semlerscientific.com.
About Semler Scientific, Inc.:
Semler Scientific, Inc. is an emerging medical risk-assessment company. Its mission is to develop, manufacture and market patented products that identify the risk profile of medical patients to allow healthcare providers to capture full reimbursement potential for their services. Semler's first patented and U.S. Food and Drug Administration, or FDA, cleared product, is FloChec®. FloChec® is used in the office setting to allow providers to measure arterial blood flow in the extremities and is a useful tool for internists and primary care physicians for whom it was previously impractical to conduct blood flow measurements. FloChec® received FDA 510(k) clearance in February 2010, Semler began Beta testing in the third quarter of 2010, and Semler began commercially leasing FloChec® in January 2011. Semler closed the initial public offering of its common stock on February 26, 2014 and its common stock is now listed on the NASDAQ Capital Market under the ticker symbol “SMLR.” Additonal information about Semler can be found at semlerscientific.com.
Forward Looking Statements:
This press release contains “forward-looking” statements. Such forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "expect," "anticipate," "estimate," "project," "may," "would," "could," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. The forward-looking statements in this release include statements regarding Semler’s plans to bring in new customers, expand its client base, continue to grow revenues, its ability to become profitable, and create a win for patients, payors, physicians and shareholders. Such forward-looking statements are subject to various risks, such as Semler’s results of operations, the timing and costs of any required clinical studies, and regulatory review of Semler’s products, among others, as well as the risks set forth in Semler’s most recent filings with the U.S. Securities and Exchange Commission, 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 this release and Semler 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.
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