UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 16, 2023

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SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (877) 774-4211

(Former name or former address, if changed since last report)

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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):

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

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. ¨

On May 16, 2023, Semler Scientific, Inc., or Semler, entered into a warrant repurchase agreement with the Murphy-Chutorian Family Trust U/D/T dated January 13, 1997, or the Trust, of which Douglas Murphy-Chutorian, M.D., a member of Semler’s board of directors and its interim chief executive officer, is co-Trustee with his spouse and of which Dr. Murphy-Chutorian is a beneficiary. Pursuant to the agreement, Semler repurchased warrants held by the Trust to acquire an aggregate of 76,875 shares of Semler’s common stock, $0.001 par value per share, originally issued on June 7, 2012 (16,875 shares) with an exercise price of $4.00 per share and on July 31, 2013 (60,000 shares), with an exercise price of $4.50 per share, all of which had an expiration date of July 31, 2023. The repurchase of the warrants was made at an aggregate cash purchase price of $1,948,762.50 and reflects the difference between the aggregate exercise price of the warrants and the aggregate fair market value of the shares of common stock underlying the warrants, based on the closing price of a share of Semler’s common stock on May 16, 2023, the date of the agreement. Following the warrant repurchase, the warrants were cancelled and are no longer issued and outstanding.

The foregoing description of the warrant repurchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

To the extent called for by this item, the disclosure in Item 1.01 is incorporated herein by reference.

(d) Exhibits.

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.