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 9, 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 May 9, 2017, Semler Scientific, Inc. issued a press release announcing its financial results for the fourth quarter and year ended March 31, 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 May 9, 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: May 9, 2017
Exhibit 99.1
Semler Reports First Quarter 2017 Financial Results
Inventory and Manufacturing Capacity Grow to Prepare for Larger Orders
PORTLAND, Ore. – May 9, 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 first quarter ended March 31, 2017.
“We believe that our products enable our customers to identify when preventive care options are appropriate, which allows them to intervene before events like heart attacks or strokes occur,” said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. “Hence, the incentives for our customers to use our products include better clinical outcomes for their patients and better economics for their businesses,” he added.
FINANCIAL RESULTS
For the three months ended March 31, 2017, compared to corresponding period of 2016, Semler had:
| · | Revenue of $2,055,000, an increase of $554,000, compared to $1,501,000 |
| · | Total operating expense, which includes cost of revenue, of $2,805,000, an increase of $372,000, compared to $2,433,000 |
| · | Cost of revenue of $540,000, an increase of $123,000, compared to $417,000 |
| · | Net loss of $871,000, or $0.17 per share, a decrease of $135,000, compared to a net loss of $1,006,000, or $0.20 per share |
For the sequential three months ended March 31, 2017, compared to three months ended December 31, 2016, Semler had:
| · | Revenue of $2,055,000, a decrease of $261,000, compared to $2,316,000 |
| · | Total operating expense, which includes cost of revenue, of $2,805,000, an increase of $386,000, compared to $2,419,000 |
| · | Cost of revenue of $540,000, an increase of $15,000, compared to $525,000 |
| · | Net loss of $871,000, or $0.17 per share, an increase of $651,000, compared to a net loss of $220,000, or $0.04 per share |
| · | Cash of $159,000, a decrease of $463,000, compared to $622,000 |
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FIRST QUARTER 2017 HIGHLIGHTS
The major accomplishments of the first quarter were as follows:
| 1) | Increased inventory and manufacturing capacity for our vascular testing product, QuantaFlo™, in preparation for anticipated continued customer base growth in 2017 |
| 2) | Received new and expanded orders for QuantaFlo™, which we expect to be installed in the second quarter, resulting in continued sequential quarterly revenue growth as part of our recurring revenue model |
| 3) | Migrated more customers to QuantaFlo™ from its lower-priced predecessor product |
| 4) | Developed additional cybersecurity protections that are intended to aid our customers in complying with regulations regarding safeguarding personal health information |
In 2017, revenue from QuantaFlo™ is expected to grow due to an increasing number of installations, higher average pricing as compared to its predecessor product and the recurring revenue business models that we employ. We have received new and expanded orders in the first quarter that we have installed in the second quarter of 2017.
Sequential results for first quarter 2017 compared to fourth quarter 2016 showed some decreases due to lower revenue from our fee-per-test customers, who primarily include home risk assessment service providers and who we believe historically conduct more business in the latter half of the calendar year than in the earlier months. Also in the first quarter of 2017, operating expenses were impacted by higher expenditures, such as those for increased manufacturing and fulfillment capabilities, projects to improve cybersecurity measures and research and development projects.
“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 first quarter performance was outstanding in this regard, particularly in growing our order book for fulfillment in the second quarter of 2017,” he concluded.
Notice of Conference Call
Semler will host a conference call at 11 a.m. ET, Tuesday, May 9, 2017. The call will address first quarter 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 First Quarter 2017 Financial Results Call, conference ID# 7813537" The conference call will be archived on Semler's website at www.semlerscientific.com.
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Semler Scientific, Inc.
Statements of Operations
(In thousands of U.S. Dollars, except for share and per share amounts)
| For the three months ended March 31 | ||||||||
| (Unaudited) | ||||||||
| 2017 | 2016 | |||||||
| Revenue | $ | 2,055 | 1,501 | |||||
| Operating expenses: | ||||||||
| Cost of revenue | 540 | 417 | ||||||
| Engineering and product development | 439 | 270 | ||||||
| Sales and marketing | 988 | 974 | ||||||
| General and administrative | 838 | 772 | ||||||
| Total operating expenses | 2,805 | 2,433 | ||||||
| Loss from operations | (750 | ) | (932 | ) | ||||
| Interest and other expense | (116 | ) | (73 | ) | ||||
| Other expense | (5 | ) | (1 | ) | ||||
| Interest and other expense | (121 | ) | (74 | ) | ||||
| Net loss | $ | (871 | ) | $ | (1,006 | ) | ||
| Net loss per share, basic and diluted | $ | (0.17 | ) | $ | (0.20 | ) | ||
| Weighted average number of shares used in computing basic and diluted loss per share | 5,231,208 | 5,123,568 | ||||||
| Page 3 of 5 |
Semler Scientific, Inc.
Condensed Balance Sheets
(In thousands of U.S. Dollars)
| As of | As of | |||||||
| March 31, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| Cash | $ | 159 | $ | 622 | ||||
| Other current assets | 1,298 | 970 | ||||||
| Noncurrent assets | 1,659 | 1,480 | ||||||
| Total assets | 3,116 | 3,072 | ||||||
| Current liabilities | 5,802 | 3,229 | ||||||
| Non-current liabilities | 552 | 2,762 | ||||||
| Stockholders' deficit | (3,238 | ) | (2,919 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 3,116 | $ | 3,072 | ||||
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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. Our mission is to develop, manufacture and market innovative proprietary products and services that assist our customers in evaluating and treating chronic diseases. Our 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 we 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. We believe we are positioned to provide valuable information to our 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 growth in the customer base, continued revenue growth from QuantaFlo™ business, and the effects of the Company’s cybersecurity measures. 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.
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