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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): March 14, 2022

______________________

 

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 Clara, California
  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 8.01.Other Events.

 

On March 14, 2022, Semler Scientific, Inc. announced that its Board of Directors authorized a share repurchase program under which it may repurchase up to $20.0 million of its outstanding common stock.

 

Under the program, share repurchases may be made at Semler Scientific’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans or through the use of other techniques such as accelerated share repurchases. The timing and number of shares repurchased under the program will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program has no expiration date, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. Semler Scientific’s board of directors will review the share repurchase program periodically and may authorize adjustments of its terms if appropriate.

 

Semler Scientific issued a press release on March 14, 2022 announcing its share repurchase program. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release of Semler Scientific, Inc., dated March 14, 2022.
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: March 17, 2022 By: /s/ Douglas Murphy-Chutorian
   

Name:

Douglas Murphy-Chutorian

    Title: Chief Executive Officer