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): October 31, 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 October 31, 2017, Semler Scientific, Inc. issued a press release announcing its financial results for the third quarter ended September 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 October 31, 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: October 31, 2017 | ||
Exhibit 99.1
Semler Reports Third Quarter and Year-to-Date 2017 Financial Results
Strong Revenue Growth Exceeded Increases in Expenses
PORTLAND, Ore. – October 31, 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 third quarter and year-to-date ended September 30, 2017.
“Medical providers who want better clinical outcomes for their patients and better economics for their businesses are ordering QuantaFlo™ systems,” said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. “We are seeing revenue growth fueled by both new customers and our established base of business,” he added.
FINANCIAL RESULTS
For the three months ended September 30, 2017, compared to the corresponding period of 2016, Semler had:
| · | Revenue of $3,607,000, an increase of $1,625,000, compared to $1,982,000 |
| · | Cost of revenue of $724,000, an increase of $326,000, compared to $398,000 |
| · | Total operating expenses, which includes cost of revenue, of $3,531,000, an increase of $1,294,000, compared to $2,237,000 |
| · | Net loss of $41,000, or $0.01 per share, a decrease of $321,000, compared to a net loss of $362,000, or $0.07 per share |
For the nine months ended September 30, 2017, compared to the corresponding period of 2016, Semler had:
| · | Revenue of $8,239,000, an increase of $3,121,000, compared to $5,118,000 |
| · | Cost of revenue of $1,855,000, an increase of $507,000, compared to $1,348,000 |
| · | Total operating expenses, which includes cost of revenue, of $9,467,000, an increase of $2,297,000, compared to $7,170,000 |
| · | Net loss of $1,763,000, or $0.33 per share, a decrease of $571,000, compared to a net loss of $2,334,000, or $0.46 per share |
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For the three months ended September 30, 2017, compared to three months ended June 30, 2017, Semler had:
| · | Revenue of $3,607,000, an increase of $1,029,000, compared to $2,578,000 |
| · | Cost of revenue of $724,000, an increase of $132,000, compared to $592,000 |
| · | Total operating expenses, which includes cost of revenue, of $3,531,000, an increase of $399,000, compared to $3,132,000 |
| · | Net loss of $41,000, or $0.01 per share, a decrease of $809,000, compared to a net loss of $850,000, or $0.16 per share |
| · | Cash of $578,000, an increase of $82,000, compared to $496,000 |
THIRD QUARTER 2017 HIGHLIGHTS
The major accomplishments of the third quarter were to:
| 1. | Continue shipping new and expanded orders for QuantaFlo™, our vascular testing product, which resulted in quarterly revenue growth of 40% compared to the second quarter of 2017; and |
| 2. | Continue making additional investments in research and development, technical and clinical services to support an even 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 third quarter of 2017 and will be billed beginning in October 2017, which we expect to result in continued quarterly revenue growth in the fourth quarter of this year.
In the fourth quarter and over the next several months, we expect expenses to continue to increase as the business expands. It is still our intent to grow revenue at a faster rate than expenses and to achieve, and then sustain, profitability.
“Using our product, increasing numbers of medical providers are testing patients in accordance with the American Heart Association and American College of Cardiology guidelines,” said Dr. Murphy-Chutorian. “The goal is to identify patients at risk for heart attacks and strokes, which in turn leads to the initiation of better preventive medical care,” he concluded.
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Notice of Conference Call
Semler will host a conference call at 11 a.m. ET, October 31, 2017. The call will address third quarter and first nine months 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 Third Quarter 2017 Financial Results Call, conference ID#: 99812212." The conference call will be archived on Semler's website at www.semlerscientific.com.
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Semler Scientific, Inc.
Condensed Statements of Operations
(In thousands of U.S. Dollars, except for share and per share data)
| For the three months ended September 30 | For the nine months ended September 30 | |||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenue | $ | 3,607 | $ | 1,982 | $ | 8,239 | $ | 5,118 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 724 | 398 | 1,855 | 1,348 | ||||||||||||
| Engineering and product development | 432 | 183 | 1,345 | 634 | ||||||||||||
| Sales and marketing | 1,350 | 950 | 3,502 | 2,952 | ||||||||||||
| General and administrative | 1,025 | 706 | 2,765 | 2,236 | ||||||||||||
| Total operating expenses | 3,531 | 2,237 | 9,467 | 7,170 | ||||||||||||
| Income (loss) from operations | 76 | (255 | ) | (1,228 | ) | (2,052 | ) | |||||||||
| Interest expense | (42 | ) | (40 | ) | (190 | ) | (81 | ) | ||||||||
| Interest expense – related parties | (75 | ) | (65 | ) | (158 | ) | (194 | ) | ||||||||
| Loss on extinguishment of loans | - | - | (179 | ) | - | |||||||||||
| Other expense | - | (2 | ) | (8 | ) | (7 | ) | |||||||||
| Other expense | (117 | ) | (107 | ) | (535 | ) | (282 | ) | ||||||||
| Net loss | $ | (41 | ) | $ | (362 | ) | $ | (1,763 | ) | $ | (2,334 | ) | ||||
| Net loss per share, basic and diluted | $ | (0.01 | ) | $ | (0.07 | ) | $ | (0.33 | ) | $ | (0.46 | ) | ||||
| Weighted average number of shares used in computing basic and diluted loss per share | 5,463,568 | 5,123,568 | 5,346,178 | 5,123,568 | ||||||||||||
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Semler Scientific, Inc.
Condensed Balance Sheets
(In thousands of U.S. Dollars)
| At | At | |||||||
| September 30, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| Cash | $ | 578 | $ | 622 | ||||
| Other current assets | 1,635 | 970 | ||||||
| Noncurrent assets | 1,658 | 1,480 | ||||||
| Total assets | 3,871 | 3,072 | ||||||
| Current liabilities | 5,578 | 3,229 | ||||||
| Non-current liabilities | 1,881 | 2,762 | ||||||
| Stockholders' deficit | (3,588 | ) | (2,919 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 3,871 | $ | 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. 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 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.
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