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): May 6, 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):
| ☐ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 6, 2014, Dinesh Gupta, a member of the Board of Directors (the “Board”) of Semler Scientific, Inc. (the “Company”), notified the Board of the Company of his resignation from the Board, including from its Audit Committee and Compensation Committee, effective as of May 6, 2014. Mr. Gupta’s decision to resign did not involve any disagreement with the Company, the Company’s management or the Board. The Board accepted Mr. Gupta’s resignation on May 6, 2014.
On May 6, 2014, upon the recommendation of the Nominating Committee of the Board, the Board appointed Bruce J Barclay, age 57, to fill the vacancy created by the departure of Mr. Gupta and to serve as a director of the Company until the next annual meeting of stockholders or until his successor is elected and qualified. Mr. Barclay was also appointed by the Board upon the recommendation of the Nominating Committee to serve as a member of the Audit Committee and as the Chairman of its Compensation Committee.
Mr. Barclay has over 35 years of experience in the healthcare industry, with nearly 15 years of that leading medical device companies. From 2010 to 2014 Mr. Barclay was President and Chief Executive Officer, and a member of the Board of Directors, of Hansen Medical (NASDAQ: HNSN), a developer and manufacturer of intravascular robotics. From 2005 to 2010 he was President and Chief Executive Officer, and a member of the Board of Directors, of SurModics (NASDAQ: SRDX), a provider of drug delivery and surface modifications technologies to the healthcare industry, having previously served as its President and Chief Operating Officer from 2003 to 2005. Prior to joining SurModics, from 2000 to 2003, Mr. Barclay served as President and Chief Executive Officer and a member of the Board of Directors of Vascular Architects, a medical device company that developed, manufactured and sold products to treat peripheral vascular disease. Prior to Vascular Architects, he was an officer and Senior Vice President of Guidant Corporation from 1994 to 2000. Before Guidant he held several positions of increasing responsibility at Eli Lilly and Company from 1978 to 1994. Mr. Barclay received a B.S. in Chemistry and a B.A. in Biology, both from Purdue University, and a JD from Indiana University School of Law. He is also a registered patent attorney.
On May 6, 2014, the Company issued a press release with respect to the foregoing, a copy of which is filed as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Semler Scientific, Inc., dated May 6, 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/ Dan Conger | ||
| Name: | Dan Conger | ||
| Title: | VP Finance | ||
Date: May 6, 2014
Exhibit 99.1
Semler Scientific, Inc. Appoints Medical
Device and Pharmaceutical Industry Leader
Bruce J Barclay to its Board of Directors
PORTLAND, Ore. – May 6, 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 announced the appointment of Bruce J Barclay to the company’s board of directors. Mr. Barclay will also chair the board’s compensation committee and serve as a member of the audit committee. Mr. Barclay recently served as president and chief executive officer and board member of Hansen Medical, Inc. He has more than 15 years of experience in leading public and private companies in the medical device and pharmaceutical industries.
“Bruce has an extensive record of high achievement in managing research, product development, operations, as well as domestic and international commercial teams in multiple markets,” said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. “Bruce’s respected reputation and deep knowledge of the medical device industry makes him well-positioned and a highly-valued addition to our board of directors.”
Mr. Barclay has served as president, chief executive officer and board member of Hansen Medical, Inc., from 2010 to 2014, launching multiple new products, both domestically and internationally, and generating record annual catheter sales and clinical procedures each year with the company. Prior to Hansen Medical, Mr. Barclay served as president and chief executive officer, from 2005 to 2010, president and chief operating officer, from 2003 to 2005, and board member from 2004 to 2010 of SurModics, Inc., securing multiple development and license agreements for the company and achieving record revenue for seven consecutive years. Mr. Barclay also served as president, chief executive officer and board member of Vascular Architects, Inc., successfully leading the company from feasibility through product development to U.S. and international commercial launch of its premier stent product. From 1978 to 2000, Mr. Barclay served at various managerial positions of increasing responsibility at Eli Lilly and Company and at Guidant Corporation. Mr. Barclay received a J.D. from Indiana University School of Law and a B.S. in chemistry and a B.A. in biology from Purdue University.
Mr. Barclay is being appointed to fill a vacancy created by the resignation from the company’s board of directors of Mr. Dinesh Gupta.
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.” Additional information about Semler can be found at www.semlerscientific.com.
CONTACT:
Susan A. Noonan
S.A. Noonan Communications
susan@sanoonan.com
212 966 3650
SOURCE: Semler Scientific, Inc.
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