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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): June 24, 2025
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.) |
51 E Campbell Ave, Suite 107-D
Campbell, CA |
|
95008 |
| (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:
| ¨ |
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 8.01. Other Events.
On June 24, 2025, Semler Scientific, Inc. (Semler Scientific), announced
the formation of a wholly-owned subsidiary, CardioVanta, Inc., that will comprise its future healthcare business activities focused on
early detection of heart failure and cardiac arrythmia monitoring and will seek capital from outside investors to validate its long-term
value and fund its relatively modest initial capital needs.
Forward-Looking Statements
This current report 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 current
report include express or implied statements regarding CardioVanta’s future business activities and value; obtaining investment
in CardioVanta and its capital needs; acquiring and holding Bitcoin; sales of securities under equity offerings and other financings
to support additional Bitcoin purchases; and its cash flows from operations, 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 risks inherent with obtaining FDA clearance for additional indications; conducting certain healthcare operations
through CardioVanta and bringing in new investors; investing in Bitcoin, including Bitcoin's volatility; risk of implementing a Bitcoin
treasury strategy; risks related to raising capital and generating sufficient cash to acquire Bitcoin; risks related to Semler Scientific’s
indebtedness, and risks related to Semler Scientific’s proposed settlement with the Department of Justice; along with those other
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 current report 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 current report and
Semler Scientific assumes no obligation to update or revise these statements unless otherwise required by law.
No Offer or Solicitation
This current report does not and shall not constitute
an offer to sell or a solicitation of an offer to buy any securities of Semler Scientific, Inc. or CardioVanta, Inc., nor shall there
be any offer, solicitation or sale of such securities, in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SEMLER SCIENTIFIC, INC. |
| |
|
|
| Date: June 24, 2025 |
By: |
/s/ Renae Cormier |
| |
|
Name: Renae Cormier |
| |
|
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
