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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 10, 2023

______________________

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.)

2340-2348 Walsh Avenue, Suite 2344
Santa ClaraCA

    

95051

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

   

Trading 
Symbol(s)

    

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

SMLR

 

The Nasdaq Stock Market LLC

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 

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 10, 2023, Semler Scientific, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2023. 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 the Exchange Act, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, 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 Exchange Act or incorporated by reference in any filing under the Exchange Act or the Securities Act, 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 10, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

 

 

Date: May 10, 2023

By:

/s/ Douglas Murphy-Chutorian

 

 

Name: Douglas Murphy-Chutorian

Title: Interim Chief Executive Officer

Exhibit 99.1

Graphic

Semler Scientific Reports First Quarter 2023 Financial Results

2023 Q1 highlights:

Revenue was $18.2 million, an increase of 30% compared to the corresponding period of 2022
Net income was $5.0 million, an increase of 48% compared to the corresponding period of 2022
Cash, cash equivalents and short-term investments of $43.0 million

Santa Clara, CA – May 10, 2023 – Semler Scientific, Inc. (Nasdaq: SMLR), a company that develops, manufactures and markets innovative medical products and services that assist in evaluating and treating chronic diseases, today reported financial results for the three months ended March 31, 2023.

“We are pleased to report record quarterly revenues and pre-tax net income predominately from sales of QuantaFlo for peripheral artery disease testing,” said Doug Murphy-Chutorian, MD, interim chief executive officer of Semler Scientific. “We are encouraged by our first quarter results and are highly focused on developing our business in two new disease areas, heart dysfunction and diabetes.”

FINANCIAL RESULTS

For the first quarter ended March 31, 2023, compared to the corresponding period of 2022, Semler Scientific reported:

Revenue of $18.2 million, an increase of $4.2 million, or 30%, compared to $14.0 million.
oFixed fee software license revenues were $9.3 million, an increase of $1.4 million, or 18%, compared to $7.9 million.
oVariable fee software license revenues were $8.6 million, an increase of $2.8 million, or 46%, compared to $5.8 million.
oSales of other products were $0.3 million, with no change from the prior period.
Cost of revenues of $1.3 million, an increase of $0.3 million, or 31%, compared to $1.0 million. As a percentage of revenues, cost of revenues was unchanged at 7%.
Total operating expenses of $12.0 million, which includes cost of revenues, an increase of $1.9 million, or 18%, compared to $10.1 million. As a percentage of revenues, operating expenses decreased to 65% compared to 72%.
Pre-tax net income of $6.6 million, an increase of $2.7 million, or 68%, compared to $3.9 million.
Income tax expense of $1.7 million, or an effective tax rate of 25%, compared to $0.6 million, or an effective tax rate of 15%.
Net income of $5.0 million, or $0.74 per basic share and $0.63 per diluted share, an increase of $1.6 million, or 48%, compared to $3.4 million, or $0.50 per basic share and $0.41 per diluted share.

Semler Scientific’s two largest customers (including their affiliates) comprised 40.9% and 33.5% of first quarter revenues in 2023.

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OTHER SIGNIFICANT EVENT

In late March 2023, the Centers for Medicare & Medicaid Services (CMS) issued the final 2024 rate announcement with payment changes for the Medicare Advantage and Part D prescription drug programs. Essentially, CMS is phasing in a new Medicare Advantage risk adjustment model (2024 model) from the previous model (2020 model) over a three-year period. The 2024 model does not include risk adjusted payments for peripheral arterial disease (PAD) without complications, which payments many health insurers relied upon for their Medicare Advantage patients in the 2020 model. The changes will be phased in as follows: in calendar year 2023, full payment under the 2020 model; in calendar year 2024, 67% of the 2020 model; in calendar year 2025, 33% of the 2020 model.

Notice of Conference Call

Semler Scientific will host a conference call today at 4:30 p.m. ET. The call will address results of the first quarter ended March 31, 2023, as well as provide a business update on Semler Scientific’s market outlook and strategies for the near-term future.

Participants are encouraged to pre-register for the conference call using the following link: https://dpregister.com/sreg/10177436/f8f3c160f0. Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time. Those without internet access or who are unable to pre-register may dial in by calling:

Domestic callers: (866) 777-2509

International callers: (412) 317-5413

Please specify to the operator that you would like to join the "Semler Scientific Call." The conference call will be archived on Semler Scientific’s website at www.semlerscientific.com.

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Semler Scientific, Inc.

Statements of Income

Unaudited

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

For the three months ended March 31, 

2023

2022

Revenues

$

18,206

$

14,016

Operating expenses:

Cost of revenues

1,269

970

Engineering and product development

1,630

1,126

Sales and marketing

5,192

4,676

General and administrative

3,859

3,302

Total operating expenses

11,950

10,074

Income from operations

6,256

3,942

Interest income

484

1

Change in fair value of notes held for investment

 

(107)

 

Other income, net

377

1

Pre-tax net income

6,633

3,943

Income tax provision

1,664

583

Net income

$

4,969

$

3,360

Net income per share, basic

$

0.74

$

0.50

Weighted average number of shares used in computing basic income per share

6,701,199

6,777,950

Net income per share, diluted

$

0.63

$

0.41

Weighted average number of shares used in computing diluted income per share

7,896,043

8,116,456

Page 3 of 7


Semler Scientific, Inc.

Balance Sheets

Unaudited

(In thousands of U.S. Dollars)

March 31, 

December 31, 

2023

    

2022

Assets

Current Assets:

  

 

  

Cash and cash equivalents

$

5,305

$

23,014

Short-term investments

37,663

20,073

Trade accounts receivable, net of allowance for doubtful accounts of $154 and $109, respectively

 

9,343

 

3,884

Inventory, net

512

469

Prepaid expenses and other current assets

 

2,769

 

1,468

Total current assets

 

55,592

 

48,908

Assets for lease, net

 

2,873

 

2,478

Property and equipment, net

 

703

 

667

Long-term investments

 

821

 

821

Notes held for investment (includes measured at fair value of $4,072 and $3,679, respectively)

5,072

4,679

Other non-current assets

2,818

2,842

Long-term deferred tax assets

2,378

2,298

Total assets

$

70,257

$

62,693

Liabilities and Stockholders’ Equity

 

 

Current liabilities:

Accounts payable

$

298

$

835

Accrued expenses

 

7,206

 

4,748

Deferred revenue

 

1,286

 

1,160

Other short-term liabilities

128

114

Total current liabilities

 

8,918

 

6,857

Long-term liabilities:

 

  

 

  

Other long-term liabilities

138

160

Total long-term liabilities

 

138

 

160

Commitments and contingencies

Stockholders’ equity:

 

 

Common stock, $0.001 par value; 50,000,000 shares authorized; 6,920,643, and 6,906,544 shares issued, and 6,706,221 and 6,692,122 shares outstanding (treasury shares of 214,422 and 214,422), respectively

 

7

 

7

Additional paid-in capital

 

17,005

 

16,449

Retained earnings

 

44,189

 

39,220

Total stockholders’ equity

 

61,201

 

55,676

Total liabilities and stockholders’ equity

$

70,257

$

62,693

Page 4 of 7


Semler Scientific, Inc.

Statements of Cash Flows

Unaudited

(In thousands of U.S. Dollars)

Three months ended March 31,

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

4,969

$

3,360

Reconciliation of Net Income to Net Cash Provided by Operating Activities:

 

 

  

Depreciation

 

129

 

155

Deferred tax (income) expense

(80)

179

Loss on disposal of assets for lease

 

78

 

74

Allowance for doubtful accounts

 

48

 

21

Change in fair value of notes held for investment

107

Gain on short-term investments

(305)

Stock-based compensation

 

702

 

628

Changes in Operating Assets and Liabilities:

 

 

Trade accounts receivable

 

(5,507)

 

(1,818)

Inventory

(43)

(45)

Prepaid expenses and other current assets

 

(1,301)

 

(1,988)

Other non-current assets

25

19

Accounts payable

 

(537)

 

(68)

Accrued expenses

 

2,458

 

946

Other current and non-current liabilities

118

39

Net Cash Provided by Operating Activities

 

861

 

1,502

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property and equipment

 

(95)

 

(122)

Proceeds from maturities of short-term investments

20,211

Purchase of short-term investments

(37,496)

Purchase of notes held for investment

(500)

Purchase of assets for lease

 

(544)

 

(134)

Net Cash Used in Investing Activities

 

(18,424)

 

(256)

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

Taxes paid related to net settlement of equity awards

(146)

(106)

Treasury stock acquired

(99)

Proceeds from exercise of stock options

 

 

62

Net Cash Used in Financing Activities

 

(146)

 

(143)

(DECREASE) INCREASE IN CASH

 

(17,709)

 

1,103

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

23,014

 

37,323

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

5,305

$

38,426

Page 5 of 7


About Semler Scientific, Inc.:

Semler Scientific, Inc. develops, manufactures and markets innovative products and services that assist in evaluating and treating chronic diseases. Its flagship product, QuantaFlo®, which is patented and cleared by the U.S. Food and Drug Administration (FDA), is a rapid point-of-care test that measures arterial blood flow in the extremities. The QuantaFlo® test aids in the diagnosis of cardiovascular diseases, such as peripheral arterial disease (PAD) and heart dysfunction (HD). QuantaFlo® is used by healthcare providers to evaluate their patient’s risk of mortality and major adverse cardiovascular events (MACE). In addition, Semler Scientific has an agreement with Mellitus Health, Inc. (Mellitus) to exclusively market and distribute Insulin Insights™, an FDA cleared software product that recommends optimal insulin dosing for diabetic patients in the United States, including Puerto Rico. Semler Scientific has a minority investment in Mellitus, as well as Monarch Medical Technologies LLC, a privately held company whose product EndoTool® offers a technological solution for inpatient glycemic management. Additional information about Semler Scientific can be found at www.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 “believe,” “goal,” “may,” “will,” “intend,” “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 express or implied statements regarding developing business in heart dysfunction and diabetes; continued testing of asymptomatic patients; and the benefits of early identification of at-risk patients; among others. 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 license its cardiovascular testing products, including the risk of changes in the reimbursement landscape for its customers including related to the recent CMS rate announcement; whether or not it will be able to successfully expand its product offering, including into heart dysfunction and diabetes; whether or not QuantaFlo® can successfully aid in the diagnosis of heart dysfunction; along with those risk factors detailed in Semler Scientific’s filings with the Securities and Exchange Commission. These forward-looking statements 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.

INVESTOR CONTACT:

Susan A. Noonan

S.A. Noonan Communications

susan@sanoonan.com

917 513 5303

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SOURCE: Semler Scientific, Inc.

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