SMLR 8-K Reveals Technical Governance Tweaks, No Financial Changes

Rhea-AI Filing Summary

Semler Scientific (Nasdaq:SMLR) filed a Form 8-K to report that on June 22, 2025 its board adopted Fifth Amended and Restated Bylaws, effective immediately.

According to Item 5.03, the revisions are limited to two governance housekeeping items: (i) removal of Section 13 to eliminate any ambiguity with Delaware General Corporation Law §228 (shareholder written consents) and (ii) revision of Section 47 so that the bylaws fully harmonize with the company’s certificate of incorporation. No changes were made to the fiscal year, capital structure, or shareholder voting thresholds.

The full text of the updated bylaws is provided as Exhibit 3.1. Other than the technical governance clean-up, the filing contains no financial statements, forward-looking guidance, or other material events. The document was signed by Chief Financial Officer Renae Cormier on June 23, 2025.

Insights

Corporate Governance Analyst

TL;DR: Technical bylaw cleanup; limited immediate shareholder impact.

Removing Section 13 averts conflicts with DGCL §228, while aligning Section 47 with the charter tightens internal consistency. Because the update does not introduce anti-takeover provisions or alter voting rights, it should be viewed as prudent maintenance rather than a strategic shift. Shareholder influence and the company’s M&A defensibility remain unchanged; therefore the filing is governance-neutral and financially immaterial.

Securities Lawyer

TL;DR: Bylaw revisions align with Delaware law, reducing litigation risk.

Clarifying the written-consent mechanism under DGCL §228 helps avoid procedural challenges in future corporate actions and may streamline consent solicitations. Harmonizing Section 47 removes potential discrepancies between governing documents, a step that can lower transaction costs in any future financing or M&A activity. Because no substantive rights were added or curtailed, market impact is neutral; the change is chiefly compliance-driven.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

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Date of Report (Date of earliest event reported): June 22, 2025

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-36305		26-1367393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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51 E Campbell Ave, Suite 107-D Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

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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))

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

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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

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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. ☐

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2025, Semler Scientific, Inc.’s board of directors approved and adopted its Fifth Amended and Restated Bylaws, or the Fifth A&R Bylaws, with immediate effect.

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The Fifth A&R Bylaws were adopted to (i) remove Section 13 to avoid any ambiguity with respect to Delaware General Corporation Law 228 and (ii) revise Section 47 to harmonize with the certificate of incorporation.

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The foregoing summary and description of the Fifth A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.		Description
3.1	​	Fifth Amended and Restated Bylaws of Semler Scientific, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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	SEMLER SCIENTIFIC, INC.
Date: June 23, 2025	By:	/s/ Renae Cormier
		Name: Renae Cormier
​	​	Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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FAQ

Why did SMLR adopt the Fifth Amended and Restated Bylaws on June 22, 2025?

The board removed Section 13 to avoid ambiguity with Delaware DGCL §228 and revised Section 47 to align wording with the certificate of incorporation.

Did the bylaw amendments change shareholder rights to act by written consent?

No. The update clarifies the process but does not alter shareholders’ ability to act by written consent under DGCL §228.

Were any financial statements or metrics included in this 8-K?

No. The filing solely addresses bylaw amendments and contains no financial statements or performance metrics.

Which exhibit contains the full text of the updated bylaws for Semler Scientific?

The complete Fifth Amended and Restated Bylaws are filed as Exhibit 3.1 to the Form 8-K.

Who signed the Form 8-K and what is their position at SMLR?

Chief Financial Officer Renae Cormier signed the report in her capacity as Principal Financial Officer and Principal Accounting Officer.