UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023

ORor



	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number 001-36305

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-1367393
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2340-2348 Walsh Avenue, Suite 2344

Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

(877) 774-4211

(Registrant’s telephone number, including area code)

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, par value $0.001 per share		SMLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 28, 2022,~~May 5, 2023, there were ~~6,839,973~~6,851,498 shares of the issuer’s common stock, $0.001 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS

In this report, unless otherwise stated or as the context otherwise requires, references to “Semler Scientific,” “the Company,” “we,” “us,” “our” and similar references refer to Semler Scientific, Inc. The Semler Scientific logo, QuantaFlo and other trademarks or service marks of Semler Scientific, Inc. appearing in this report are the property of Semler Scientific, Inc. This report also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing in this report are the property of their respective holders.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “continue,” “could” or the negative of such terms or other similar expressions. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this report. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements, including risks associated with:

●

implementation of our business strategy and the fact that we actively market only two ~~FDA-cleared~~U.S. Food and Drug Administration, or FDA, cleared products and may not benefit from our recent investments in other companies developing complementary products or the extension of QuantaFlo to test for other cardiovascular diseases;

●

changes in the regulatory reimbursement landscape, such as the recent 2024 Medicare Advantage and Part D Final Rate Announcement issued by the Centers for Medicare and Medicaid Services, or CMS, could impact the perceived value of using our products to aid diagnosis of cardiovascular diseases;

●

the failure of physicians and other customers to widely adopt our products, or to determine that our product provides a safe and effective alternative to existing ankle brachial index, or ABI, devices;

●

~~the fact that~~ our testing product is generally but not specifically approved for reimbursement under any third-party payor codes;

●

our reliance on the talents of a small number of key personnel, and a small direct sales force;

●

not requiring customers to enter into long-term licenses;

●

concentration of our revenues and accounts receivable with a limited number of customers;

●

our reliance on a small number of independent suppliers and facilities for the manufacturing of our product;

●

our business being subject to many laws and government regulations, including governing the manufacture and sale of medical devices, patient data, and others;

●

our ability to protect our intellectual property;

●

impacts of the ongoing Covid-19 pandemic and macroeconomic factors that could impact our business, such as the effects of the Russian invasion of Ukraine on the global economy and supply chain and ~~inflation;~~inflation, as well as the recent bank failures; and

●

the other factors set forth under the caption “Risk Factors” in our annual report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March ~~4, 2022.~~23, 2023.

Because the risks and uncertainties referred to above and in our SEC reports could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.

You should read this quarterly report and the documents that we reference herein and therein and have filed as exhibits to this report and our other filings with the SEC. You should assume that the information appearing in this quarterly report is accurate as of the date of this quarterly report only. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking

Table of Contents

statements. We qualify all of the information presented in this quarterly report, and particularly our forward-looking statements, by these cautionary statements.

iiiii

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Semler Scientific, Inc.

Condensed Statements of Income

Unaudited

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


	For the three months ended September 30,				For the nine months ended September 30,				For the three months ended March 31,
		2022		2021	2022			2021	2023		2022

Revenues	$	14,047	$	13,991	$	42,891	$	41,485	$	18,206	$	14,016
Operating expenses:
Cost of revenues		1,138		1,382		3,070		3,957		1,269		970
Engineering and product development		1,244		1,036		3,444		2,676		1,630		1,126
Sales and marketing		4,153		3,968		13,031		10,407		5,192		4,676
General and administrative		3,045		2,352		9,760		6,710		3,859		3,302
Total operating expenses		9,580		8,738		29,305		23,750		11,950		10,074
Income from operations		4,467		5,253		13,586		17,735		6,256		3,942
Interest income		137		3		151		8		484		1
Other (expenses) income		(3)		1		(2)		6
Other income		134		4		149		14
Change in fair value of notes held for investment										(107)		—
Other income, net										377		1
Pre-tax net income		4,601		5,257		13,735		17,749		6,633		3,943
Income tax provision		926		1,107		2,626		2,034		1,664		583
Net income	$	3,675	$	4,150	$	11,109	$	15,715	$	4,969	$	3,360
Net income per share, basic	$	0.55	$	0.61	$	1.65	$	2.34	$	0.74	$	0.50
Weighted average number of shares used in computing basic income per share		6,678,175		6,754,526		6,738,717		6,722,858		6,701,199		6,777,950
Net income per share, diluted	$	0.46	$	0.51	$	1.38	$	1.93	$	0.63	$	0.41
Weighted average number of shares used in computing diluted income per share		7,939,926		8,143,377		8,027,271		8,135,337		7,896,043		8,116,456

See accompanying notes to unaudited condensed financial statements.

Table of Contents

Semler Scientific, Inc.

Condensed Balance Sheets

Unaudited

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


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
		Unaudited
Assets
Current Assets:
Cash and cash equivalents	$	45,536	$	37,323	$	5,305	$	23,014
Trade accounts receivable, net of allowance for doubtful accounts of $71 and $61, respectively		3,673		3,619
Short-term investments						37,663		20,073
Trade accounts receivable, net of reserves of $154 and $109, respectively						9,343		3,884
Inventory, net		511		550		512		469
Prepaid expenses and other current assets		1,960		4,044		2,769		1,468
Total current assets		51,680		45,536		55,592		48,908
Assets for lease, net		1,986		1,643		2,873		2,478
Property and equipment, net		635		394		703		667
Long-term investments		821		821		821		821
Long-term notes receivable		1,179		—
Notes held for investment (includes measured at fair value of $4,072 and $3,679, respectively)						5,072		4,679
Other non-current assets		2,267		332		2,818		2,842
Long-term deferred tax assets		2,351		1,946		2,378		2,298
Total assets	$	60,919	$	50,672	$	70,257	$	62,693

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	483	$	443	$	298	$	835
Accrued expenses		6,653		3,436		7,206		4,748
Deferred revenue		1,158		921		1,286		1,160
Other short-term liabilities		91		80		128		114
Total current liabilities		8,385		4,880		8,918		6,857

Long-term liabilities:
Other long-term liabilities		182		245		138		160
Total long-term liabilities		182		245		138		160
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 6,879,497, and 6,824,380 shares issued, and 6,665,075, and 6,758,458 shares outstanding (treasury shares of 214,422 and 65,922), respectively		7		7
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		16,341		20,645		17,005		16,449
Retained earnings		36,004		24,895		44,189		39,220

Total stockholders’ equity		52,352		45,547		61,201		55,676

Total liabilities and stockholders’ equity	$	60,919	$	50,672	$	70,257	$	62,693

See accompanying notes to unaudited condensed financial statements.

Table of Contents

Semler Scientific, Inc.

Condensed Statements of Stockholders’ Equity

Unaudited

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

For the Three Months Ended September 30, 2021

Common Stock

Treasury Stock

Additional

Common Stock

Paid-In

Retained Earnings

Total Stockholders'


Shares Issued

Amount

Shares

Amount

Capital



Equity
Balance at June 30, 2021

6,819,304

$
7

(65,922)

$
—

$
20,563

$
19,238

$
39,808
Employee stock grants

116

—

—

—

—

—
Stock option exercises

3,710

—

—

—

9

—

9
Stock-based compensation

—

—

—

—

47

—

47
Net income

—

—

—

—

—

4,150

4,150
Balance at September 30, 2021

6,823,130

$
7

(65,922)

$
—

$
20,619

$
23,388

$
44,014


	For the Three Months Ended March 31, 2022
	Common Stock			Treasury Stock			Additional
		Common Stock					Paid-In		Retained Earnings		Total Stockholders'
	Shares Issued	Amount		Shares	Amount		Capital				Equity
Balance at December 31, 2021	6,824,380	$	7	(65,922)	$	—	$	20,645	$	24,895	$	45,547
Treasury stock acquired	—		—	(2,030)		—		(99)		—		(99)
Employee stock grants	8,406		—	—		—		628		—		628
Taxes paid related to net share settlement of equity awards	(1,418)		—	—		—		(106)		—		(106)
Stock option exercises	23,800		—	—		—		62		—		62
Net income	—		—	—		—		—		3,360		3,360
Balance at March 31, 2022	6,855,168	$	7	(67,952)	$	—	$	21,130	$	28,255	$	49,392


	For the Nine Months Ended September 30, 2021												For the Three Months Ended March 31, 2023
	Common Stock			Treasury Stock			Additional						Common Stock				Treasury Stock			Additional
		Common Stock					Paid-In		Retained Earnings		Total Stockholders'			Common Stock						Paid-In		Retained Earnings		Total Stockholders'
	Shares Issued	Amount		Shares	Amount		Capital				Equity		Shares Issued	Amount			Shares	Amount		Capital				Equity
Balance at December 31, 2020	6,725,422	$	7	(25,000)	$	—	$	22,113	$	7,673	$	29,793
Exercise of put option in Synaps Dx	—		—	(40,922)		—		(2,230)		—		(2,230)
Employee stock grants	5,516		—	—		—		537		—		537
Stock option exercises	92,192		—	—		—		54		—		54
Balance at December 31, 2022													6,906,544	$	7		(214,422)	$	—	$	16,449	$	39,220	$	55,676
Employee stock grant													18,048		—		—		—		695		—		695
Taxes paid related to net share settlement of equity awards													(3,949)		—	,	—		—		(146)		—		(146)
Stock-based compensation	—		—	—		—		145		—		145	—		—		—		—		7		—		7
Net income	—		—	—		—		—		15,715		15,715	—		—		—		—		—		4,969		4,969
Balance at September 30, 2021	6,823,130	$	7	(65,922)	$	—	$	20,619	$	23,388	$	44,014
Balance at March 31, 2023													6,920,643	$	7		(214,422)	$	—	$	17,005	$	44,189	$	61,201

For the Three Months Ended September 30, 2022

Common Stock

Treasury Stock

Additional

Common Stock

Paid-In

Retained Earnings

Total Stockholders'


Shares Issued

Amount

Shares

Amount

Capital



Equity
Balance at June 30, 2022

6,864,625

$
7

(166,964)

$
—

$
18,334

$
32,329

$
50,670
Treasury stock acquired

—

—

(47,458)

—

(2,045)

—

(2,045)
Employee stock grant

872

—

—

—

25

—

25
Stock option exercises

14,000

—

—

—

20

—

20
Stock-based compensation

—

—

—

—

7

—

7
Net income

—

—

—

—

—

3,675

3,675
Balance at September 30, 2022

6,879,497

$
7

(214,422)

$
—

$
16,341

$
36,004

$
52,352

For the Nine Months Ended September 30, 2022

Common Stock

Treasury Stock

Additional

Common Stock

Paid-In

Retained Earnings

Total Stockholders'


Shares Issued

Amount

Shares

Amount

Capital



Equity
Balance at December 31, 2021

6,824,380

$
7

(65,922)

$
—

$
20,645

$
24,895

$
45,547
Treasury stock acquired

—

—

(148,500)

—

(4,991)

—

(4,991)
Employee stock grant

10,482

—

—

—

698

—

698
Taxes paid related to net share settlement of equity awards

(1,710)

—

—

—

(114)

—

(114)
Stock option exercises

46,345

—

—

—

93

—

93
Stock-based compensation

—

—

—

—

10

—

10
Net income

—

—

—

—

—

11,109

11,109
Balance at September 30, 2022

6,879,497

$
7

(214,422)

$
—

$
16,341

$
36,004

$
52,352

See accompanying notes to unaudited condensed financial statements

Table of Contents

Semler Scientific, Inc.

Condensed Statements of Cash Flows

Unaudited

(In thousands of U.S. Dollars)

For the nine months ended September 30,


2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$
11,109

$
15,715

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



Depreciation

462

470

Deferred tax expense

(405)

774

Loss on disposal of assets for lease

303

221

Allowance for doubtful accounts

53

13

Stock-based compensation

708

682

Changes in Operating Assets and Liabilities:

Trade accounts receivable

(107)

(1,177)

Inventory

39

(1,448)

Prepaid expenses and other current assets

2,083

(3,029)

Other non-current assets

(1,934)

65

Accounts payable

40

(276)

Accrued expenses

3,217

2,506

Other current and non-current liabilities

(52)

(63)

Deferred revenue

237

(54)

Net Cash Provided by Operating Activities

15,753

14,399

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property and equipment

(388)

(261)

Notes receivable

(1,179)

—

Purchase of assets for lease

(961)

(341)

Net Cash Used in Investing Activities

(2,528)

(602)

CASH FLOWS FROM FINANCING ACTIVITIES:





Taxes paid related to net settlement of equity awards

(114)

-

Treasury stock acquired

(4,991)

-

Proceeds from exercise of stock options

93

54

Net Cash (Used in) Provided by Financing Activities

(5,012)

54

INCREASE IN CASH

8,213

13,851

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

37,323

22,079

CASH AND CASH EQUIVALENTS, END OF PERIOD

$
45,536

$
35,930

Supplemental Disclosure of Cash Flow Information:

Cash paid for taxes

1,617

2,647

Exercised put option of 211,928 common stock in Synaps Dx for 40,922 common stock of the company

$
—

$
2,230


	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 credit losses		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

See accompanying notes to unaudited condensed financial statements

Table of Contents

Semler Scientific, Inc.

Notes to Condensed Financial Statements

Unaudited

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

1. 1.Basis of Presentation

Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on March ~~4, 2022~~23, 2023 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year.

~~COVID-19~~Credit Losses on Financial Instruments

In ~~2021, variable fee license revenues (fee-per-test)~~accordance with Accounting Standards Update (“ASU”) No. 2016-13, ~~which grew strongly in~~Financial Instruments-Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments (“Toic 326”), the ~~first half of 2021, decreased subsequently in~~Company periodically reviews the second half of 2021. The Company believes this new pattern in the home-testing market is due to a change in the behavior of insurance plans when ordering QuantaFlo testing from its health risk assessment customers.financial assets for credit losses. Financial instruments include cash, cash equivalents, marketable and non-marketable securities, and accounts receivable.

~~The extent and duration~~In determing the amount of the ~~pandemic~~allowance for credit losses, the Company considers historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. Any credit loss is ~~still unknown due~~recorded as a charge to ~~new variants spreading, and~~other income, net, not to exceed the ~~future effects~~amount of the ~~new variants on~~unrealized loss. Unrealized losses other than the ~~Company’s business~~credit loss are uncertain and difficult to predict. The Company is continuing to monitor the events and circumstances surrounding the COVID-19 pandemic, which may require adjustments to the Company’s estimates and assumptionsrecognized in ~~the future.~~

Asaccumulated other comprehensive income (“AOCI”). If the Company ~~looks forward into~~has an intent to sell, or if it is more likely than not that the ~~remaining three months of 2022 and first half of 2023, there is continued uncertainty as recent outbreaks of new variants have occurred and vaccination rates lag~~Company will be required to sell a debt security in ~~certain jurisdictions. New, additional or different restrictions could be imposed, which could impact the usage~~an unrealized loss position before recovery of its ~~product by~~amortized cost basis, the Company will write down the security to its ~~customers, or further impact~~fair value and record the ~~timing~~corresponding charge as a component of demand for its products. Other customers who have fixed-fee licenses could decide to cancel their licenses if they are not able to use the Company’s device as frequently as they had anticipated in light of such restrictions.other income, net.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In ~~May 2021,~~June 2016, the ~~financial~~Financial Accounting Standards Board (“FASB”) ~~issued Accounting Standards Update (“ASU”) No. 2021-04,~~ ~~Earnings Per Share (Topic 260), Debt~~—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for the Company’s fiscal years beginning after December 15, 2021. The Company adopted this ASU prospectively effective January 1, 2022 and determined that the adoption of this new accounting standard did not have a material impact on its financial statements.

~~In July 2021, the FASB issued ASU No. 2021-05,~~ ~~Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments~~. This update addresses stakeholders’ concerns by amending the lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: i) The lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in paragraphs 842-10-25-2 through 25-3, ii) the lessor would have otherwise recognized a day-one loss. This update is effective for the Company’s ~~fiscal years beginning after~~

~~Table of Contents~~

~~Semler Scientific, Inc.~~
~~Notes to Condensed Financial Statements~~

~~Unaudited~~

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

~~December 15, 2021.~~ The Company adopted this ASU prospectively to the leases that commence or modified on or after January 1, 2022 and determined that the adoption of this new accounting standard did not have a material impact on its financial statements.

~~In November 2021, the FASB issued ASU No. 2021-10~~, ~~Government Assistance (Topic 832): Disclosures by Business Entities~~~~about Government Assistance~~. This ASU increases the transparency of government assistance to include the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The guidance in ASU 2021-10 is effective for financial statements of all entities, including private companies, for annual periods beginning after December 15, 2021, with early application permitted. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. The Company adopted ASU No. 2021-10 prospectively to the government assistance received after January 1, 2022 and determined that the adoption of this new accounting standard did not have a material impact on its financial statements.

~~Accounting Pronouncements Not Yet Adopted~~

~~In June 2016, the FASB~~ issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. All organizations will now use forward-looking information to better inform their credit loss estimates. Topic 326 requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide information about the amounts recorded in the financial statements. In addition, Topic 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326); Targeted Transition Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments upon adoption of Topic 326. This standard and related amendments are effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company ~~will adopt~~adopted this ASU prospectively effective January 1, 2023 and determined that the ~~new standard in the first quarter~~adoption of ~~fiscal year 2023. While the Company is evaluating the effect of adopting~~ this new accounting ~~guidance~~standard did not have a material impact on its financial statements.

~~effect will largely depend on the composition~~Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

(In thousands of U.S. Dollars, except share and ~~credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.~~per share data)

In March 2020, FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016 (ASU No. 2016-13). The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The issues 1-5 are conforming amendments, which are effective upon issuance of this final update. The Company determined that issues 1-5 have no impact on its financials. The amendments related to issue 6 and 7 effect ASU No. 2016-13, Financial instruments – credit losses (Topic 326): measurement of credit losses on financial statements. Effective dates of issue 6 and 7 are the same as the effective date of ASU No. 2016-13. The Company ~~will adopt~~adopted this ASU prospectively effective January 1, 2023 and determined that the ~~new standard in the first quarter~~adoption of ~~fiscal year 2023. The Company is evaluating the effect of adopting~~ this new accounting ~~guidance, but does~~standard did not ~~expect adoption will~~ have a material impact on ~~the Company's~~its financial statements.

In October 2021, the FASB issued ASU ~~No.2021-08,~~No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired

~~Table of Contents~~

~~Semler Scientific, Inc.~~
~~Notes to Condensed Financial Statements~~

~~Unaudited~~

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

contract liability and payment terms and their effect on subsequent revenue recognized by the ~~acquirer~~.acquirer. For public business entities, this guidance will be effective for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. ~~For all other entities, this guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years.~~ This ASU should be applied prospectively to all business combinations in the year of adoption. The Company ~~will adopt the new standard in the first quarter of fiscal year 2023. The Company does not expect~~adopted this ASU prospectively effective January 1, 2023 and determined that the adoption of this new accounting standard ~~will~~did not have a material impact on its financial statements.

In March 2022, the FASB issued ASU ~~No.2022-02,~~No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the troubled debt restructuring accounting model in Accounting Standards Codification (“ASC”) 310-40 for creditors that have adopted the guidance on measurement of credit losses in ASU 2016-13. Additionally, the ASU requires the public business entities to disclose current period gross ~~writeoffs~~write-offs by year of origination for financing receivables and net investments in leases as part of their vintage disclosures under ASC 326. For entities that have adopted the amendments in ASU 2026-13, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in ASU 2016-13, the effective dates are the same as effective dates in ASU 2016-13. The Company ~~will adopt~~adopted this ASU ~~along with ASU 2016-13 in the first quarter of 2023. The Company does not expect~~prospectively effective January 1, 2023 and determined that the adoption of this new accounting standard ~~will~~did not have a material impact on its financial statements.

2.Variably-Priced Revenue

The Company recognizes variable-fee licenses (i.e., fee per test) and sales of hardware equipment and accessories in accordance with ASC ~~606.~~606, Revenue from Contracts with Customers. Total fees from variable-fee licenses represent approximately ~~$4,887~~$8,561 and ~~$5,847~~$5,842 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. Total fees from variable-fee licenses represent approximately $16,742 and $18,009 for the nine months ended September 30, 2022 and 2021,~~ respectively. Total sales of hardware and equipment accessories represent approximately ~~$539~~$340 and ~~$300~~$285 of revenues for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.~~Total sales of hardware and equipment accessories represent approximately $1,091 and $820 of revenues for the nine months ended September 30, 2022 and 2021, respectively.~~ The remainder of the revenue is earned from leasing the Company's testing product for a fixed fee, which is not subject to Topic 606.

Upon shipment under variable-fee license contracts, assets for lease are sold to the customers, and the asset is recognized as cost of revenue.

3.Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The allowance for credit losses is based on management’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of this allowance for credit losses by considering historical experience, the age of the accounts receivable balances, the credit quality of the customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect customers’ ability to pay to determine whether a specific reserve is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for credit losses when identified.

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

4. Inventory

Inventory, which is made up of finished goods, is recorded at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method. The Company periodically analyzes its inventory levels to identify inventory that has a cost basis in excess of its estimated realizable value and writes down such inventory as appropriate. Inventory balance was ~~$511~~$512 and ~~$550~~$469 as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

~~Table of Contents~~

~~Semler Scientific, Inc.~~
~~Notes to Condensed Financial Statements~~

~~Unaudited~~

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

4.5. Assets for Lease, net

The Company enters into contracts with customers for the Company’s QuantaFlo product. The Company has determined these contracts meet the definition of a lease under Topic 842. Operating leases are short-term in nature (monthly, quarterly or one year), and all of which have renewal options. The assets that may be associated with these leasing arrangements are identified below as assets for lease. Upon shipment under operating leases, assets for lease are depreciated. During the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized approximately ~~$8,621~~$9,304 and ~~$7,844, respectively, in lease revenues related to these arrangements. During the nine months ended September 30, 2022 and 2021, the Company recognized approximately $25,058 and $22,656,~~$7,889, respectively, in lease revenues related to these arrangements, which is included in Revenues on the Condensed Statements of Income.

~~Upon shipment under variable-fee license contracts, these assets for lease are sold to the customers, and the asset is recognized as cost of revenue under ASC 606,~~ ~~Revenue from Contracts with Customers.~~

Assets for lease consist of the following:


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Assets for lease	$	3,305	$	3,241	$	3,970	$	3,702
Less: accumulated depreciation		(1,319)		(1,598)		(1,097)		(1,224)
Assets for lease, net	$	1,986	$	1,643	$	2,873	$	2,478

Depreciation expense amounted to ~~$103~~$70 and ~~$111~~$108 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. Depreciation expense amounted to $315 and $334 for the nine months ended September 30, 2022 and 2021,~~ respectively. Reduction to accumulated depreciation for returned and retired items was ~~$448~~$197 and ~~$48~~$90 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. Reduction to accumulated depreciation for returned and retired items was $594 and $239 for the nine months ended September 30, 2022 and 2021,~~ respectively. The Company recognized a loss on disposal of assets for lease in the amount of ~~$82~~$78 and ~~$97~~$74 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $303 and $221 for the nine months ended September 30, 2022 and 2021,~~ respectively.

5.6. Property and Equipment, net

Capital assets consist of the following:


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Capital assets	$	1,271	$	882	$	1,301	$	1,206
Less: accumulated depreciation		(636)		(488)		(598)		(539)
Capital assets, net	$	635	$	394	$	703	$	667

Depreciation expense amounted to $5059 and ~~$49~~$46 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. Depreciation expense amounted to $147 and $136 for the nine months ended September 30, 2022 and 2021,~~ respectively.

7.Long-Term Investments

Long term investments consist of the following for the periods presented:


	March 31,		December 31,
	2023		2022
Investments in SYNAPS Dx	$	512	$	512
Investments in Mellitus Health Inc.		309		309
Total initial cost	$	821	$	821

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

6.~~Long-Term Investments~~

~~Long term investments consist of the following for the periods presented:~~

September 30,

December 31,

2022

2021
Investments in Synaps Dx

$
512

$
512
Investments in Mellitus Health Inc.

309

309
Total

$
821

$
821

In September 2020, the Company acquired a promissory note from NeuroDiagnostics Inc., which is doing business as ~~Synaps~~SYNAPS Dx, ~~(“Synaps”),~~ in the principal amount of ~~$500.~~$500, $100 of which was retained for expense reimbursement. Subsequently, in December 2020, the Company agreed to convert the promissory note, together with all accrued interest thereon, into shares of preferred stock of ~~Synaps~~SYNAPS Dx as repayment in full of the promissory note. The value of the note exchanged for the shares of preferred stock of ~~Synaps~~SYNAPS Dx held by the Company as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 was approximately $512.

In October 2020, the Company acquired from a seller a convertible promissory note previously issued by Mellitus Health Inc., (“Mellitus”) to such seller for a purchase price of $59, which represented the $50 principal amount of the note and all accrued and unpaid interest thereon.

Subsequently, in October 2020, the Company purchased $250 of shares of preferred stock of Mellitus, and in connection with such transaction, the convertible promissory note, together with all accrued interest thereon, also converted pursuant to its terms into shares of preferred stock of Mellitus as repayment in full of such convertible promissory note. The value of consideration exchanged for the shares of preferred stock of Mellitus held by the Company as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 was approximately $309.

The investments in ~~Synaps~~SYNAPS Dx and Mellitus securities that were retained by the Company as of ~~September 30, 2022~~March 31, 2023 were recorded in accordance with ASC 321, Investments – equity securities, which provides that investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in orderly transactions for identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investments on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment these investments operate. If qualitative assessment indicates the investments are impaired, the fair value of these equity securities would be estimated, which would involve a significant degree of judgement and subjectivity. In

The Company qualitatively assessed both investments for impairment in accordance with ASC ~~321,~~321. As of March 31, 2023 and December 31, 2022, the Company ~~assessed qualitatively for impairment and~~ determined that there was no impairment for ~~these investments as of September 30, 2022~~the investment in SYNAPS Dx and ~~December 31, 2021.~~the investment in Mellitus.

7. 8.Fair Value Measurements

The following table presents fair value hierarchy of the Company’s financial assets measured at fair value on a recurring basis:


	Fair Value Hierarchy
	Level 1		Level 2		Level 3		Total
As of March 31, 2023
U.S. Treasury bills	$	37,663	$	—	$	—	$	37,663
(Included in short-term investments)
Investment in debt securities		—		—		4,072		4,072
(Included in notes held for investment)
Total Assets	$	37,663	$	—	$	4,072	$	41,735

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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


	Level 1		Level 2		Level 3		Total
As of December 31, 2022
U.S. Treasury bill	$	20,073	$	—	$	—	$	20,073
(Included in short-term investments)
Investment in debt securities		—		—		3,679		3,679
(Included in notes held for investment)
Total Assets	$	20,073	$	—	$	3,679	$	23,752

Treasury bills were purchased on February 10, 2023, March 3, 2023 and March 24, 2023, at a cost of $9,999, $20,498 and $6,999, respectively, and fair values accrete to maturity dates at an interest rate of 4.61% , 4.84% and 4.51%, resepectively. As of March 31, 2023, the interest income recorded on these bills was $167.

The Company's privately held debt securities are recorded at fair value on a recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and as a result, the Company deems these assets as Level 3 within the fair value measurement framework. For investments without a readily determinable fair value, the Company applies valuation methods based on information available, including the market approach and bond plus call pricing approach. Observable transactions, such as the issuance of new equity by an investee and changes in market yield, are indicators of investee enterprise value and are used to estimate the fair value of the Company’s investments.

The Company valued the Monarch Debt Security using a bond plus call option model reflecting the cash flow from the Monarch Debt Security and assuming a 20% probability of an equity financing, a 20% probability of a change of control, and a 60% probability of payment at maturity or an insolvency event. The Company valued the Mellitus debt security using a bond plus call option model reflecting the cash flow from the Mellitus debt securities and assuming a 70% probability of an equity financing, 8% probability of a change of control, and a 22% probability of payment at maturity or an insolvency event. The fair value of the Company’s privately held debt securities were estimated at $4,072 and $3,679 as of March 31, 2023 and December 31, 2022, respectively.

The key inputs for the valuation model are:


		March 31,
		2023
Risk-free rate		3.67% - 4.67%
Cash flow discount rate		26.4% - 28.7%
Expert term in years		0.25 - 3.68
Expected volatility		105.0%- 205.0%

The following table reprents changes in the notes held for the investments with significant unobservable inputs (Level 3):


	Convertible Notes
Balance as of December 31, 2022	$	3,679
Purchased		500
Change in fair value of the notes held for investment		(107)
Balance as of March 31, 2023	$	4,072

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

9.Notes ~~Receivable~~Held for Investment

Notes receivable consist of the following for the periods presented:


	September 30,		December 31,		March 31			December 31
	2022		2021		2023			2022
Senior secured promissory notes	$	1,000	$	—	$	1,000	$	1,000
Secured convertible promissory note		179		—
Total notes receivable	$	1,179	$	—
Secured convertible promissory notes						4,072		3,679
Total notes held for investment					$	5,072	$	4,679

In June 2022, the Company loaned Mellitus an aggregate of $1,000 through the purchase of two senior secured promissory notes that bear interest at a rate of 5% per annum, and mature in three years unless accelerated due to an event of default as provided in the notes. Repayment of notes is secured by a first priority interest in all of Mellitus’ assets.

~~Table of Contents~~

~~Semler Scientific, Inc.~~
~~Notes to Condensed Financial Statements~~

~~Unaudited~~

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

In May 2022, to facilitate the subordination of such notes in connection with the purchase of the senior secured notes, the Company acquired $179 aggregate principal amount of outstanding convertible notes of Mellitus, which, as amended, mature July 5, 2025, if not automatically converted into preferred stock prior thereto. This note bears an interest rate of 10% per annum.

In December 2022, the Company entered in a senior convertible promissory note arrangement with Monarch Medical Technology, LLC (“Monarch”), providing Monarch with up to $5,000 in available funding, of which $4,000, in principle was drawn as of March 31, 2023 (the “Debt Security”). The remaining $1,000 is available to be drawn at any time unless there is an Event of Default that is continuing. The Debt Security accrues interest at 10% per annum, payable monthly, and the principal balance is due December 6, 2024. The note along with up to $100 of transaction expenses is due and payable on the occurrence of an event of default or change of control unless accelerated due to the conversion into preferred stock prior thereto at the option of the Company. The Company ~~accrued~~has the option to extend the maturity date for two consecutive one-year terms. The Debt Security can be converted into Monarch’s shares at the Company’s option upon (a) an equity financing at Monarch, (b) upon a change of control at Monarch, or (c) at the Company’s option at any time prior to the maturity date. If converted upon a change of control, the Company has the right to receive a cash payment equal to the balance of the Debt Security or the amount payable upon conversion into Monarch’s shares. The Debt Security is redeemable at any time at Monarch’s option or automatically upon an Event of Default.

The Company made an irrevocable election to account for the Debt Securities using the fair value option under ASC 825 – Financial Instruments (“ASC 825”) and will measure the fair value of the Debt Securities in accordance with ASC 820. The Company made the fair value option election to present the Debt Securities in its entirety at fair value, which it believes to be preferable to recognizing the host instrument at fair value under ASC 320 and potentially separately recognizing certain embedded features as bifurcated derivatives under ASC 815. As of March 31, 2023, the Company estimated the fair value of the Debt Securities of Monarch to be $3,858 and Mellitus $214. As of December 31, 2022, the Company estimated the fair value of the Debt Securities of Monarch to be $3,500 and Mellitus $179, which were equivalent of the outstanding principal balances at December 31, 2022.

The Company recognizes interest income as it accrues on the Debt Securities, which is included in interest income in the statements of ~~$17~~income. For the quarters ended March 31, 2023 and ~~$20 for~~2022, the ~~three~~Company recognized $82 and ~~nine months ended September 30, 2022. This~~$0, respectively, of interest income from Monarch and Mellitus notes, which is included in prepaid and other current assets. The Company recognizes changes in fair value of the Debt Securities in the statements of income separately from the interest income. For the quarter ended March 31, 2023, the Company recorded change in fair value of $107.

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

8.10. Other Non-current assets

Other non-current assets consist of the following for the periods presented:


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Prepaid licenses	$	1,995	$	—	$	2,487	$	2,490
Other		272		332		331		352
Total other non-current assets	$	2,267	$	332	$	2,818	$	2,842

In April 2021, the Company entered into ana five-year agreement, as amended in December 2022, with Mellitus to exclusively market and distribute its product line in the United States, including Puerto Rico, except for selected accounts. ~~The Company is currently developing a marketing plan.~~ Under this distribution agreement and its amendments, the Company agreed to purchase ~~$2,000~~$2,500 of product licenses and prepaid ~~$2,000~~$2,500 for the license purchases. This prepayment, which was reclassed to a long-term asset in 2022 due to the change in the estimation of the recoverability period is expected to be more than one year. The long-term portion of the prepaid licenses are included in the Other non-current assets. Unless early terminated ~~early~~ in accordance with its terms, the exclusive distribution agreement will remain in full force and effect until April 1, 2026, and ~~thereafter there is~~for renewal periods of one year each upon its anniversary date, unless terminated by at least 60 days written notice prior to such an ~~option for~~anniversary date. Either party may terminate the agreement by written notice to the other party upon or after the breach of any material provision of this agreement ~~to be automatically renewed for additional~~ by the other party, if the other party has not cured such breach within 60 days after written notice thereof from the non-breaching party.

~~one-year terms.~~ Revenue from these product licenses will be recognized in accordance with ASC 606, Revenue from Contracts with Customers. ~~This prepayment was reclassed to a long-term asset in~~The Company did not generate significant revenue from these product licenses during the ~~second quarter as the recoverability of the prepayment is now expected to be more than twelve months.~~three months ended March 31, 2023 and 2022.

Other includes right-of-use asset (“ROU”) of ~~$253~~$212, miscellaneous receivables of $100, and ~~miscellaneous~~long-term deposits ~~balance~~ of $19 as of ~~September 30, 2022.~~March 31, 2023. As of December 31, ~~2021,~~2022, ROU ~~asset~~was $233, miscellaneous receivable was $100, and ~~miscellaneous deposits balances were $314 and $18 respectively.~~long-term deposit was $19.

9. 11.Accrued Expenses

Accrued expenses consist of the following:


	September 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Compensation	$	4,386	$	1,754	$	2,682	$	2,467
Accrued Taxes		1,955		1,159		3,781		1,923
Miscellaneous Accruals		312		523		743		358
Total Accrued Expenses	$	6,653	$	3,436	$	7,206	$	4,748

~~10.~~ 12.Concentration of Credit Risk

Credit risk is the risk of loss from amounts owed by the financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable.

The Company maintains cash with major financial institutions. The Company’s cash ~~and cash equivalents consist~~consists of bank deposits ~~and money market funds~~ held with banks that, at times, exceed federally insured limits. The cash and cash equivalents also include ~~short term~~short-term treasury bills with original maturities of three months or less. As of March 31,2023, the Company held deposits of $5,305, approximately $5,198 of which held by First Republic Bank (“FRB”). The Company’s deposits at FRB are largely uninsured. On May 1, 2023, JP Morgan Chase Bank (“JPM”) agreed to acquire all the assets and liabilities of FRB. Consequently, all depositors of FRB will become the depositors of JPM. Deposits at JPM are largely uninsured. The Company also invested in U.S. treasury bills in the amount of $19.9 million and money market funds of $7.5 million which are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy.$37,663. The ~~Company limits its credit risk by~~

1011

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality and by performing periodic evaluations of the relative credit standing of these financial institutions.

Management periodically monitors the creditworthiness of its customers and believes that it has adequately provided for ~~any~~ exposure to potential credit loss. For the three months ended ~~September 30, 2022,~~March 31, 2023, two customers (including affiliates) accounted for ~~41.2%~~40.9% and ~~26.2%~~33.5% of the Company’s revenues, ~~respectively.~~. For the three months ended ~~September 30, 2021,~~March 31, 2022, two customers (including affiliates) accounted for 39.2% and 31.7% of the Company’s revenues. As of March 31, 2023, three customers accounted for ~~39.7%~~60.0%, 15.4%, and ~~27.9%~~13.6% of the Company’s ~~revenues.~~ For the nine months ended September 30, 2022, two customers accounted for 39.9% and 30.1%, of the Company’s revenues, respectively. For the nine months ended September 30, 2021, two customers accounted for 38.6% and 30.5% of the Company’s revenues, respectively. accounts receivable. As of ~~September 30,~~December 31, 2022, three customers accounted for ~~30.3%~~26.8%, ~~26.3%~~25.9%, and ~~13.0%~~16.8% of the Company’s accounts ~~receivable, respectively. As of December 31, 2021, three customers accounted for 21.9%, 20.1%, and 16.6% of the Company’s accounts receivable, respectively.~~receivable. The Company’s largest customer in terms of both revenues and accounts receivable in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 is a U.S. diversified healthcare company and its affiliated plans.

As of ~~September 30,~~March 31, 2023, two vendors accounted for 20.6% and 13.9% of the Company’s accounts payable. As of December 31, 2022, two vendors accounted for ~~11.9%~~25.8% and ~~11.4%~~10.8% of the Company’s accounts ~~payable, respectively. As of December 31, 2021, one vendor accounted for 14.0% of the Company’s accounts payable, respectively.~~payable.

~~11. Leases~~13.Lessee Arrangements

On July 31, 2020, the Company entered into a 61-month lease agreement for office space to use, as necessary, for office administration, lab space and assembly and storage purposes, located in Santa Clara, California. The Company took possession of the leased office space in September 2020, and the lease is effective through September 30, 2025.

As of ~~September 30, 2022,~~March 31, 2023, the remaining lease term is ~~three~~two years and ~~three~~six months with no options to renew. The Company recognized facilities lease expenses of $22 and $22 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. The Company recognized facilities lease expenses of $66 and $90 for the nine months ended September 30, 2022 and 2021,~~ respectively.

The following table summarizes the future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms greater than one year as of ~~September 30, 2022:~~March 31, 2023:


	Total		Total
2022 Remaining period	$	22
2023		90
2023 Remaining period				67
2024		93		93
2025		71		71
Total undiscounted future minimum lease payments		276		231
Less: present value discount		(10)		(7)
Total lease liabilities		266		224
Lease expense in excess cash payment		(13)		(12)
Total ROU asset	$	253	$	212

As of ~~September 30, 2022,~~March 31, 2023, the Company’s ~~right-of-use (“ROU”)~~ROU asset was ~~$253,~~$212, which was recorded on the Company’s balance sheet as other noncurrent assets, and the Company’s current and noncurrent lease liabilities were ~~$84~~$86 and ~~$182, respectively, which were recorded on the Company’s balance sheet as other short-term liabilities and other long-term liabilities, respectively. As of December 31, 2021, the Company’s~~ ~~ROU asset~~ ~~was $314, which was recorded on the Company’s balance sheet as other noncurrent assets, and the Company’s~~ ~~current~~ ~~and~~ ~~noncurrent~~ ~~lease liabilities were $80 and $245,~~$138, respectively, which were recorded on the Company’s balance sheet as other short-term liabilities and other long-term liabilities, respectively.

~~Lease~~Lessor Arrangements

The Company enters into contracts with customers for the Company’s QuantaFlo product. The Company has determined these contracts meet the definition of a lease under Topic 842. The lease portfolio primarily consists of operating leases that are short-term in nature (monthly, quarterly or one year, all of which have renewal options). The Company allocates the consideration in a bundled

~~Table of Contents~~

~~Semler Scientific, Inc.~~
~~Notes to Condensed Financial Statements~~

~~Unaudited~~

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

contract with its customers based on relative standalone selling prices of the lease and non-lease components. The Company made an accounting policy election to apply the practical expedient to not separate lease and eligible non-lease components. The lease component is the predominant component and consists of fees charged for use of the equipment over the period of the arrangement. The nature of the eligible non-lease component is primarily software support. The assets associated with these leasing arrangements are separately identified in the Balance Sheet as Assets for Lease and separately disclosed in Note 4 to the Unaudited Condensed Financial Statements.

~~12.~~ 12

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

14.Commitments and Contingencies

~~Facilities Leases~~Senior Secured Convertible Note

~~On July 31, 2020,~~In December 2022, the Company ~~entered~~committed a loan of $5,000 to Monarch through the purchase of a senior secured convertible promissory note that bears interest at a rate of 10% per annum and matures on the second anniversary from the issue date, which can be extended for up to two additional consecutive one-year terms in the Company’s sole discretion. The note along with up to $100 of transaction expenses is due and payable on the occurrence of an event of default or change of control unless accelerated due to the conversion into a ~~61-month~~ ~~lease agreement for office space to use, as necessary, for office administration, lab space and assembly and storage purposes, located in Santa Clara, California. The Company took possession~~preferred stock prior thereto at the option of the ~~leased office space~~Company. Monarch borrowed $3,500 on the issuance date and $500 in ~~September 2020,~~the first quarter of 2023 out of the committed amount of $5,000 and has agreed to reimburse the ~~lease~~Company for up to $100 of transaction expense. Repayment of the note is ~~effective through September 30, 2025.~~secured by a first priority interest in all of Monarchs’ assets. See Note 118 to the Unaudited Condensed Financial ~~Statements for the details.~~Statements.

Indemnification Obligations

The Company enters into agreements with customers, partners, lenders, consultants, lessors, contractors, sales representatives and parties to certain transactions in the ordinary course of the Company’s business. These agreements may require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents or representatives. The Company has also agreed to indemnify the directors and certain of the officers and employees in accordance with the by-laws of the Company. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on the Company’s liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, the Company cannot estimate its potential liability under these indemnities. The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company has not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. In certain cases, the Company has recourse against third parties with respect to the aforesaid indemnities, and the Company believes it maintains adequate levels of insurance coverage to protect the Company with respect to potential claims arising from such agreements.

401(K) Plan

Effective January 1, 2022, the Company started to match 50% of employee’s 401(k) deferral up to a maximum of 6% of the employee’s eligible earnings.

Other

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provides for an employee retention payroll tax credit for certain employers, which is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020 and before December 31, 2021. For each employee, wages (including health plan costs) up to $10,000 can be counted to determine the amount of the 50% credit. The Company started claiming this credit on its July 2020 payroll until mid-April 2021 when it determined that it no longer qualified given the change in government restrictions on travel that had impacted its sales activities. The Company’s determination that it qualified to claim the employee retention payroll tax credit is subjective and subject to audit by the Internal Revenue Service (“IRS”). If the IRS were to disagree with the Company’s tax position, it could be required to pay the retention credit claimed, along with penalties. As of ~~December~~March 31, ~~2021,~~2023, the ~~Company has claimed $1.24 million in this retention credit.~~

~~Litigation~~

1213

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

Company has claimed $1.24 million in this retention credit. No credit was claimed for the three months ended March 31, 2023 and for the year ended December 31, 2022.

Litigation

From time to time in the normal course of business, the Company is subject to various legal matters, such as threatened or pending claims or litigation. Although the results of claims and litigation cannot be predicted with certainty, the Company does not believe it is a party to any claim or litigation the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on its results of operations or financial condition.

~~13.~~ 15.Stock Incentive Plan

The Company’s stock-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of its stockholders. Stock options have been granted to employees under the stockholder-approved 2007 Key Person Stock Option Plan (“2007 Plan”) and stock options and restricted stock have been granted to employees under the stockholder-approved 2014 Stock Incentive Plan (“2014 Plan”). Stockholder approval of the 2014 Plan became effective in September 2014. The 2014 Plan originally provided that the aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2014 Plan may not exceed 450,000 shares (the “Share Reserve”), however in October 2015, the stockholders approved a 1,500,000 increase to the Share Reserve. In addition, the Share Reserve automatically increases on January 1st of each year, for a period of not more than 10 years, beginning on January 1st of the year following the year in which the 2014 Plan became effective and ending on (and including) January 1, 2024, in an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Company’s Board of Directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur. ~~In the fourth quarter of 2020, the Board of Directors agreed not to increase the Share Reserve, and accordingly, the Share Reserve did not increase on January 1, 2021.~~ On January 1, ~~2022,~~2023, the Share Reserve increased by ~~270,338.~~267,685. The Share Reserve is currently ~~3,315,203~~3,582,888 shares as of ~~September 30, 2022.~~March 31, 2023.

In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of ~~September 30, 2022,~~March 31, 2023, there were no shares available for future stock-based compensation grants under the 2007 Plan and ~~1,472,319~~1,725,256 shares of an aggregate total of ~~3,315,203~~3,582,888 shares were available for future stock-based compensation grants under the 2014 Plan.

Treasury Stock Acquired

On March 14, 2022, the Company’s Board of Directors authorized a share repurchase program under which it may repurchase up to $20.0 million of its outstanding common stock. Under this program the Company may purchase shares on a discretionary basis from time to time through open market purchases, 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 amount of any transactions will be subject to the discretion of the Company based upon market conditions and other opportunities that it may have for the use or investment of its cash balances. 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. The Company ~~purchased 47,458~~did not purchase any shares ~~at a cost of approximately $2,045~~ during the three months ended ~~September 30, 2022 and~~March 31, 2023. The Company purchased 148,500 shares at a cost of approximately $4,991 ~~during the nine months ended September 30, 2022.~~as of March 31, 2023.

Stock Awards

The Company granted fully vested stock awards of ~~10,482~~18,048 shares of common stock to the non-employee members of the board of directors and employees as compensation during the three months ended March 31, 2023. Net shares issued after deducting taxes paid on these grants were 14,099. Fair value of these stock awards on grant date was $695. The Company granted fully vested stock awards of 8,406 shares of common stock to the non-employee members of the board of directors, employees and one non-employee as compensation during the ~~nine~~three months ended ~~September 30,~~March 31, 2022. Net shares issued after deducting taxes paid on these grants were ~~8,772.~~ 6,988. Fair value of these stock awards on grant date was $698. The Company granted fully vested stock awards of 5,516 shares of common stock to the non-employee members of the board of directors, employees and one non-employee as compensation during the nine months ended September 30, 2021. Fair value of these stock awards on grant date was $537.$628.

1314

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

Stock Options

Aggregate intrinsic value represents the difference between the closing market value as of ~~September 30, 2022~~March 31, 2023 of the underlying common stock and the exercise price of outstanding, in-the-money options. A summary of the Company’s stock option activity and related information for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 is as follows:

Options Outstanding

Weighted

��

Average

Number of

Weighted

Remaining

Aggregate

Average

Stock Options

Average

Contractual

Intrinsic Value

Number of

Weighted

Remaining

Aggregate

Outstanding

Exercise Price

Term (In Years)

(In Thousands)

Stock Options

Average

Contractual

Intrinsic Value

Balance, December 31, 2021

1,356,245

3.30

3.97

119,830

Outstanding

Exercise Price

Term (In Years)

(In Thousands)

Balance, December 31, 2022

1,287,847

3.44

3.03

38,053

Options exercised

(47,000)

2.41

—

Options granted

5,000

30.48

4.00

—

Balance, September 30, 2022

1,314,245

3.43

3.28

44,806

Exercisable as of September 30, 2022

1,309,245

3.33

3.25

44,806

Balance, March 31, 2023

1,287,847

3.44

2.78

30,100

Exercisable as of March 31, 2023

1,282,847

3.34

2.76

30,100

~~On May 17, 2022 the Company awarded 5,000 options to an~~ ~~employee~~ ~~as compensation pursuant to the 2014 Plan with an exercise price of $30.48 and Black-Scholes options pricing model value of $22.27.~~ In applying the Black-Scholes options pricing model, following assumptions were used: 1) expected price volatility of 78.6%; risk-free interest rate of 2.884%; weighted average expected life of 7 years; zero forefeiture rate and no dividend yield. 1/4th of these options are vested one year after the grant date and 1/48th for each month thereafter contingent upon the participant’s continued service beginning on the initial vesting date and ending when the Vested Ratio equals 1/1. As of ~~September 30, 2022,~~March 31, 2023, the fair value of unvested stock options was approximately ~~$101.~~$87. This unrecognized stock-based compensation expense is expected to be recorded over a weighted average period of 3.4 years.

No options were granted during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2023 and 2022.

The Company has recorded an expense of $32702 and ~~$47~~$628 as it relates to stock-based compensation for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively.~~ ~~The Company has recorded an expense of~~ ~~$708 and $682~~ ~~as it relates to stock-based compensation for the nine months ended September 30, 2022 and 2021, respectively~~:respectively:


	Three months ended September 30				Nine months ended September 30,				Three months ended March 31,
	2022		2021		2022		2021		2023		2022
Engineering and Product Development	$	—		—		45	$	32	$	45	$	45
Sales and Marketing		—		—		172		105		170		172
General and Administrative		32		47		491		545		487		411
Total	$	32	$	47	$	708	$	682	$	702	$	628

~~14.~~16.Income Taxes

The Company’s income tax provision for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$926~~$1,664 and for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$1,107. The Company’s income tax provision for the nine months ended September 30, 2022 and 2021 was $2,626 and $2,034, respectively.~~$583. The income tax provision reflects its estimate of the effective tax rates expected to be applicable for the full year, adjusted for any discrete events that are recorded in the period in which they occurred. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations.

The effective tax rate for the three months ended March 31, 2023 was 24.68%, compared to 14.79%, in the same period of the prior year.The increase in effective tax rate for the three months ended March 31, 2023 was primarily due to lower tax benefits associated with employee stock-based compensation.

The effective tax rate for the three months ended March 31, 2023 differed from the U.S. federal statutory rate of 21% primarily due to state income taxes (net of federal benefit) and federal and state research and development (“R&D”) credit benefit. The effective tax rate for the three months ended March 31, 2022 differed from the U.S. federal statury rate of 21% primarily due to

1415

Table of Contents

Semler Scientific, Inc.
Notes to Condensed Financial Statements

Unaudited

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

~~The effective tax rate for the three and nine months ended September 30, 2022 was 20.13% and 19.12%, respectively compared to 21.06%~~ ~~and 11.46%, respectively, in the same periods of the prior year.The decrease in effective tax rate for the three months ended September 30, 2022 is primarily related to an increase of tax benefits associated with share-based compensations.~~ ~~The increase in the effective tax rate for the nine months ended September 30, 2022 is primarily due to lower tax benefits associated with employee stock-based compensation plans.~~

The effective tax rate for the three and nine months ended September 30, 2022 differed from the U.S. federal statutory rate of 21% primarily due to tax benefits associated with stock-based compensation plans, state income taxes (net of federal benefit), partially offset by tax benefits associated with employee share-based compensation plans and federal and state ~~research and development~~R&D credit benefit.

As of ~~September 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, the Company had ~~$419~~$447 and ~~$476,~~$401, respectively of unrecognized tax benefits, excluding interest and penalties. The Company’s practice is to recognize interest and penalty expenses related to uncertain tax positions in income tax expense, which was ~~zero~~$42 and $30 for the three months ended March 31, 2023, and the year ended December 31, ~~2021 and $8 for the nine months ended September 30, 2022.~~2022, respectively.

On August 16, 2022, the ~~"Inflation~~Creating Helpful Incentives to Produce Semiconductors for America Act of 2022 (“CHIPS and Science Act”), and Inflation Reduction ~~Act" (H.R. 5376)~~Act (“IRA”) was signed into law in the United States. Among other things, CHIPS and Science Act provides incentives and tax credits for the global chip manufacturers who choose to set-up or expand existing operations in the United States. The IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. ~~The Company~~This act is ~~still in the process~~primarily applicable to large corporations with an annual revenue of ~~analyzing the provisions~~$1 billion or over. Implementation of ~~the IRA. The Company does not currently expect the Inflation Reduction Act to have a material~~this act has no impact on the ~~Company's Financial Statements.~~Company’s financial statements as of March 31, 2023.

~~15.~~ 17.Net Income Per Share, Basic and Diluted

Basic earnings per share (“EPS”) represent net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method.

Basic and diluted EPS is calculated as follows:

Three months ended September 30,

2022

2021

Shares

Net Income

EPS

Shares

Net Income

EPS
Basic

6,678,175

$
3,675

$
0.55

6,754,526

$
4,150

$
0.61
Common stock warrants

67,932

—

73,922

—

Common stock options

1,193,819

—

1,314,929

—

Diluted

7,939,926

$
3,675

$
0.46

8,143,377

$
4,150

$
0.51


	Nine months ended September 30,										Three months ended March 31,
	2022					2021					2023					2022
	Shares	Net Income		EPS		Shares	Net Income		EPS		Shares	Net Income		EPS		Shares	Net Income		EPS
Basic	6,738,717	$	11,109	$	1.65	6,722,858	$	15,715	$	2.34	6,701,199	$	4,969	$	0.74	6,777,950	$	3,360	$	0.50
Common stock warrants	69,068		—			73,736		—			64,825		—			71,839		—
Common stock options	1,219,486		—			1,338,743		—			1,130,019		—			1,266,667		—
Diluted	8,027,271	$	11,109	$	1.38	8,135,337	$	15,715	$	1.93	7,896,043	$	4,969	$	0.63	8,116,456	$	3,360	$	0.41

As of ~~September 30, 2022,~~March 31, 2023, 5,000 options related to stock awards were granted and unvested. These options were considered anti-dilutive for the computation of diluted net income per share. Hence, these options were excluded from the computation of diluted net income per share. As of ~~September 30, 2021,~~March 31, 2022, there were no weighted average shares outstanding of common stock equivalents excluded from the computation of diluted net income per share.

1516

Table of ~~Contents~~Contens

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read together with our condensed unaudited financial statements and the related notes appearing elsewhere in this quarterly report on Form 10-Q and with the audited financial statements and notes for the fiscal year ended December 31, ~~2021,~~2022, and the information under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March ~~4, 2022,~~23, 2023, or the Annual Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” in the Annual Report.

Overview

We are a company ~~providing technology solutions to improve the clinical effectiveness and efficiency of healthcare providers. Our mission is to develop, manufacture and market~~that develops, manufactures ands markets innovative products and services that assist our customers in evaluating and treating chronic diseases. ~~In 2011, we began commercializing our first~~Our flagship product, QuantaFlo, which is patented and ~~U.S. Food and Drug Administration, or~~cleared by the FDA, ~~cleared product, which measured~~is a rapid point-of-care test that measures arterial blood flow in the ~~extremities to aid~~extremities. The QuantaFlo test aids in the diagnosis of cardiovascular diseases, such as peripheral arterial disease, or ~~PAD. In March 2015, we received FDA 510(k) clearance for the next generation version~~PAD, and heart dysfunction. QuantaFlo is used by healthcare providers to evaluate their patient’s risk of ~~our product, QuantaFlo, which we began commercializing in August 2015.~~mortality and major adverse cardiovascular events.

~~In April 2021, we entered into~~We have an agreement with Mellitus Health Inc., or Mellitus, a private company to exclusively market and distribute Insulin Insights,, an FDA-cleared software product that recommends optimal insulin dosing for diabetic ~~patients~~outpatients in the United States, including Puerto Rico, except for selected accounts.

We ~~made~~have minority investments in Mellitus, ~~including~~in Monarch Medical Technology LLC, or Monarch,, a ~~recent senior secured loan of $1.0 million~~private digital health company whose proprietary product, EndoTool Glucose Management System, offers a technological solution for inpatient glycemic management, and ~~secured convertible promissory note of $179 thousand (see Note 7 to our unaudited condensed interim financial statements included elsewhere~~ in ~~this Form 10-Q)~~ Neurodiagnostics, Inc., ~~and in another private company that does~~which is doing business as ~~Synaps~~SYNAPS Dx andwhose product, Discern, is a test for early Alzheimer’s disease. We continue to develop additional complementary ~~innovative~~proprietary products ~~in-house. For example,~~in-house (such as our recently released QuantaFlo ~~can now be used~~extension as an aid to ~~identify patients with another cardiovascular disease. We intend~~measure hemodynamics related to ~~sell this extension to our existing customer base~~heart dysfunction), and others as an upgrade to our software as a service business model. The clinical problem may be as important as PAD. A medical aide performs the test in a primary care setting similar to how one uses QuantaFlo for PAD. It uses the existing FDA clearance as we anticipated this extension many years ago. The technology is protected by trade secrets. A manuscript has been submitted to a peer-reviewed journal for publication. Because the peer review and publication date are controlled by the publisher, the timing is not under our control. The process of selling the product has begun. The product is on the shelf and ready to ship as soon as the contracts are signed. We also intend to continue to seek out other arrangements for additional products and services that we believe will bring value to our customers and to our company. We believe our current products and services, and any future products or services that we may offer, position us to provide valuable information to our customer base, which in turn permits them to better guide patient care.

In the three months ended ~~September 30, 2022,~~March 31, 2023, we had total revenues of ~~$14.0~~$18.2 million and net income of ~~$3.7~~$5.0 million, compared to total revenues of $14.0 million and net income of ~~$4.2~~$3.4 million in the same period in 2021. In the nine months ended September 30, 2022, we had total revenues of $42.9 million and net income of $11.1 million, compared to total revenues of $41.5 million and net income of $15.7 million in the same period in 2021.2022.

Recent Developments

~~Overall, testing~~In late March 2023, CMS issued the final 2024 rate announcement with payment changes for the Medicare Advantage and Part D prescription drug programs. Essentially, CMS is ~~up at our largest customers.~~phasing in a new Medicare Advantage risk adjustment model (2024 model) from the previous model (2020 model) over a three year period. The ~~number~~2024 model does not include risk adjusted for 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 ~~fixed-fee license units from both new customers and established customers has increased. Our variable-fee revenues have declined~~the 2020 model; in ~~part due to a large customer reachng a volume pricing milestone and market share shifts from higher priced customers to lower priced customers.~~calendar year 2025, 33% of the 2020 model.

~~Common Stock Repurchase Program~~

~~On March 14, 2022, our Board of Directors authorized a share repurchase program under which we may repurchase up to $20.0 million of our outstanding common stock. Under this program, we~~ may purchase shares on a discretionary basis from time to time through open market purchases, 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 amount of any transactions will be subject to our discretion and based upon market conditions and other opportunities that we may have for the use or investment of our cash

1617

Table of ~~Contents~~Contens

balances. 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. We purchased 47,458 shares of our common stock for approximately $2.0 million during the three months ended September 30, 2022 and 148,500 shares of our common stock for approximately $5.0 million during the nine months ended September 30, 2022.

Results of Operations

Three Months Ended ~~September 30, 2022~~March 31, 2023 Compared to Three Months Ended ~~September 30, 2021~~March 31, 2022

Revenues

We had revenues of ~~$14.0~~$18.2 million for the ~~each of~~ three months ended ~~September 30, 2022 and 2021.~~March 31, 2023, compared to $14.0 million in the same period of 2022. Our revenues are primarily from fees charged to customers for use of our products and from sale of accessories used with these products. We recognized revenues of ~~$13.5~~$17.9 million from fees for our products for the three months ended ~~September 30, 2022~~March 31, 2023, consisting of ~~$8.6~~$9.3 million from fixed-fee licenses and ~~$4.9~~$8.6 million from variable-fee licenses, compared to $13.7 million in the same period of the prior year, consisting of ~~$7.8~~$7.9 million from fixed-fee licenses and ~~$5.9~~$5.8 million from variable-fee licenses. The remainder was from sales of hardware and equipment accessories, which were ~~$0.5~~$0.3 million for each of the three months ended ~~September 30, 2022 compared to $0.3 million for the same period in the prior year.~~March 31, 2023 and 2022.

Revenues from fees for products are recognized monthly, usually billed as a fixed monthly fee ~~or;~~or as a variable monthly fee dependent on usage.

The primary reason for the increase in fixed-fee revenues was growth in the number of installed units from both new customers and established customers, which we believe is the result of our sales and marketing efforts. The primary ~~reasons~~reason for the ~~decrease~~increase in variable-fee revenues ~~were a large~~was an increase in testing at our largest customer, ~~reaching a volume~~partially offset by lower pricing ~~milestone and market share shifts from higher priced customers to lower priced customers.~~at this customer.

Operating expenses

We had total operating expenses of ~~$9.6~~$12.0 million for the three months ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$0.9~~$1.9 million or ~~10%~~18%, compared to ~~$8.7~~$10.1 million in the same period in the prior year. The primary reasons for this change were increased expenses associated with our expanding business, such as increased personnel ~~expense.~~expense and consulting fees. As a percentage of revenues, operating expenses ~~increased~~decreased to ~~68%~~66% in the ~~third~~first quarter of ~~2022~~2023 as compared to ~~63%~~72% in the prior year period. The changes in the various components of our operating expenses are described below.

Cost of revenues

We had cost of revenues of ~~$1.1~~$1.3 million for the three months ended ~~September 30, 2022, a decrease~~March 31, 2023, an increase of $0.3 million or ~~18%~~34%, compared to ~~$1.4~~$1.0 million for the same period in ~~2021.~~2022. The ~~decrease~~increase was primarily due to an ~~inventory adjustment~~increase in ~~the prior year period.~~headcount, annual pay increases and increased consulting costs associated with QuantaFlo. As a percentage of revenues, cost of revenues ~~decreased to 8%~~was 7% in the ~~third~~first quarter of ~~2022~~2023, the same as ~~compared to 10% in the prior year period.~~first quarter of 2022.

Engineering and product development expense

We had engineering and product development expense of ~~$1.2~~$1.6 million for the three months ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$0.2~~$0.5 million, or ~~20%~~45%, compared to ~~$1.0~~$1.1 million in the same period of the prior year. The increase was primarily due to increased headcount and annual pay increases, as well as consulting and ~~consulting~~engineering material costs associated with ~~ongoing projects to extend~~ QuantaFlo ~~to additional cardiovascular diseases, partially offset by lower clinical studies costs~~. extensions and upgrades. As a percentage of revenues, engineering and product development expense was at 9% in the ~~third~~first quarter of ~~each of 2022,~~2023, compared to 7%8% for the prior year period.

Sales and marketing expense

We had sales and marketing expense of ~~$4.2~~$5.2 million for the three months ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$0.2~~$0.5 million, or 5%11%, compared to ~~$4.0~~$4.7 million in the same period of the prior year. The increase was primarily due to increased headcount, annual salary increases, and associated expense to serve a continued expansion of customer activities, as well as an increase in trade shows and

~~Table of Contents~~

~~subscription~~ travel costs, as our business resumed more typical pre-COVID activities. As a percentage of revenues, sales and marketing expense ~~increased~~decreased to ~~30%~~29% in the ~~third~~first quarter of ~~2022,~~2023, as compared to ~~28%~~33% in the prior year period.

Table of Contens

General and administrative expense

We had general and administrative expense of ~~$3.1~~$3.8 million for the three months ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$0.7~~$0.5 million, or ~~29%~~17%, compared to ~~$2.4~~$3.3 million in the same period of the prior year. The increase was primarily due to the growth in our business, which led to increased expenses including, compensation due to increased headcount and annual salary and stock compensation increases, as well as higher professional ~~fee and~~fees, offset by lower insurance costs. As a percentage of revenues, general and administrative expense ~~increased~~decreased to ~~22%~~21% in the ~~third~~first quarter of ~~2022,~~2023, as compared to ~~17%~~24% in the prior year period.

Other income, net

We had total other income of ~~$134~~$377 thousand for the three months ended ~~September 30, 2022~~March 31, 2023 compared to $4$1 thousand in ~~2021.~~2022. The increase ~~of $130 thousand~~ from the prior year period ~~is primarily~~was due to ~~increase in~~ interest income of $484 from increased investments in U.S. Treasury bills, debt securities and higher rates on short term government debt and money market ~~funds.~~funds, partially offset by changes in the fair value of investments of $107 thousand.

Income tax provision ~~(benefit)~~

We had income tax provision of ~~$0.9~~$1.7 million for the three months ended ~~September 30, 2022, a decrease~~March 31, 2023, an increase of ~~$0.2~~$1.1 million or ~~18%~~185%, compared to ~~income tax expense of $1.1~~$0.6 million in the same period of the prior year. The ~~change~~effective tax rate for the three months ended March 31, 2023 was 25%, compared to 15%, in the same period of the prior year. The increase in effective tax rate was primarily due to lower ~~taxable income.~~tax benefits associated with employee stock-based compensation.

Net income

We had net income of ~~$3.7~~$5.0 million, or ~~$0.55~~$0.74 per basic share and ~~$0.46~~$0.63 per diluted share, for the three months ended ~~September 30, 2022, a decrease~~March 31, 2023, an increase of ~~$0.5~~$1.6 million, or ~~11%~~48%, compared to a net income of ~~$4.2~~$3.4 million, or ~~$0.61~~$0.50 per basic share and ~~$0.51~~$0.41 per diluted share, for the same period of the prior year.

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Revenues~~

We had revenues of $42.9 million for the nine months ended September 30, 2022, an increase of $1.4 million, or 3%, compared to $41.5 million in the same period in 2021. Our revenues are primarily from fees charged to customers for use of our products and from sales of accessories used with these products. ~~We recognized revenues of $41.8 million from fees for our products for the nine months ended~~ ~~September 30, 2022, consisting of $25.1 million from fixed-fee licenses and $16.7 million from variable-fee licenses, compared to $40.7 million~~ ~~in the same period~~ of the prior year, consisting of $22.7 million from fixed-fee licenses and $18.0 million from variable-fee licenses. The remainder was from sales of hardware and equipment accessories, which were $1.1 million compared to $0.8 million ~~in the same period~~ ~~of the prior year.~~

~~Revenues from fees for products are recognized monthly for each unit installed with a customer, usually billed as a fixed monthly fee or; as a variable monthly fee dependent on usage.~~

The primary reason for the increase in fixed-fee revenues was growth in the number of installed units from both new customers and established customers, which we believe is the result of our sales and marketing efforts. The primary reasons for the decrease in variable-fee revenues were a large customer reaching a volume pricing milestone and market share shift from higher priced customers to lower priced customers.

~~Operating expenses~~

We had total operating expenses of $29.3 million for the nine months ended September 30, 2022, an increase of $5.5 million or 23%, compared to $23.8 million in the same period in the prior year. The primary reasons for this change were increases due to personnel expense, including employee benefits due to an increased headcount, increases of insurance cost and expiry of COVID-19 related payroll tax credits received in the prior year period, and increases in patent and legal expenses. As a percentage of revenues,

~~Table of Contents~~

~~operating expenses increased to 68% in the first nine months of 2022 as compared to 57% in the prior year period. The changes in the various components of our operating expenses are described below.~~

~~Cost of revenues~~

We had cost of revenues of $3.1 million for the nine months ended September 30, 2022, a decrease of $0.9 million, or 22%, compared to $4.0 million in the same period of the prior year. The primary reasons for this change were decreased third party customer support, consulting expenses and an inventory adjustment in the prior year period. As a percentage of revenues, cost of revenues decreased to 7% in the nine months ended September 30, 2022, as compared to 10% in the prior year period.

~~Engineering and product development expense~~

We had engineering and product development expense of $3.4 million for the nine months ended September 30, 2022, an increase of $0.7 million, or 29%, compared to $2.7 million in the same period of the prior year. The increase was primarily due to personnel expense due to an increased headcount and associated expense, consulting expenses and expiry of COVID-19 related payroll tax credits received in the prior year. As a percentage of revenues, engineering and product development expenses increased to 8% in the nine months ended September 30, 2022, compared to 7% in the prior year period.

~~Sales and marketing expense~~

We had sales and marketing expense of $13.0 million for the nine months ended September 30, 2022, an increase of $2.6 million, or 25%, compared to $10.4 million in the same period of the prior year. The increase was primarily due to ~~increased headcount and associated expense to serve a continued expansion of customer activities, dues and subscriptions, travel costs, trade show costs~~ and expiry of COVID-19 related payroll tax credits received in the prior. As a percentage of revenues, sales and marketing expense increased to 30% in the nine months ended September 30, 2022, as compared to 25% in the prior year period.

~~General and administrative expense~~

We had general and administrative expense of $9.8 million for the nine months ended September 30, 2022, an increase of $3.1 million, or 45%, compared to $6.7 million in the same period of the prior year. The increase was primarily due to the growth in our business, which led to increased expenses including insurance, compensation due to increased headcount and annual salary increases, information technology related subscriptions, legal expenses and expiry of COVID-19 related payroll tax credits received in the prior year. As a percentage of revenues, general and administrative expense increased to 23% in the nine months ended September 30, 2022, as compared to 16% in the prior year period.

~~Other income~~

We had other income of $149 thousand for the nine months ended September 30, 2022, compared to other income of $14 thousand in the same period of the prior year. The increase was primarily due to higher interest income from higher rates on short term government debt and money market funds and interest on promissory notes.

~~Income tax provision~~

We had income tax provision of $2.6 million for the nine months ended September 30, 2022, an increase of $0.6 million or 29%, compared to $2.0 million in the prior year period. The increase was primarily due to lower tax benefits associated with stock-based compensation plans.

~~Net income~~

For the foregoing reasons, we had net income of $11.1 million, or $1.65 per basic share and $1.38 per diluted share, for the nine months ended September 30, 2022, a decrease of $4.6 million, or 29%, compared to a net income of $15.7 million, or $2.34 per basic share and $1.93 per diluted share, for the same period of the prior year.

~~Table of Contents~~

Liquidity and Capital Resources

We had cash and cash equivalents and short-term investments of ~~$45.5~~$43.0 million ~~on September 30, 2022~~at March 31, 2023 compared to ~~$37.3~~$43.1 million at December 31, ~~2021,~~2022, and total current liabilities of ~~$8.4~~$8.9 million at ~~September 30, 2022~~March 31, 2023 compared to ~~$4.9~~$6.9 million at December 31, ~~2021. Cash and cash equivalents as of September 30, 2022, includes treasury bills.~~2022. As of ~~September 30, 2022,~~March 31, 2023, we had working capital of approximately ~~$43.3~~$46.7 million. We believe that our current sources of funds will provide us with adequate liquidity during the ~~current high inflation has minimal impact on our liquidity.~~period following March 31, 2023, as well as in the long-term.

Our cash ~~and cash equivalents are~~is held in a variety of ~~interest and~~ non-interest bearing bank ~~money market~~ accounts and treasury bills. ~~All~~At March 31, 2023, we held approximately $37.7 million of U.S. Treasury bills, and the remaining cash ~~is readily available~~of $5.3 million was held in non-interest bearing bank accounts. We have banking relationships with First Republic Bank, or FRB, and ~~not restricted. We may also hold interest-bearing instruments subject~~Edward Jones and are taking steps to diversify further. As of March 31,2023, we held approximately $5.2 million of deposits at FRB. Our deposits at FRB are largely uninsured. On May 1, 2023, JP Morgan Chase Bank, or JPM agreed to acquire all the assets and liabilities of FRB. Consequently, all depositors of FRB will become the depositors of JPM. Deposits at JPM are largely uninsured. Our investment guidelines ~~allowing~~allow for holdings in U.S. government and agency securities, corporate securities, taxable municipal bonds, commercial paper, ~~and~~ money market ~~accounts.~~accounts and treasury bills. In addition, we have, and may ~~also~~in the future, choose to invest some of our cash resources in other entities that may have complementary technologies or product offerings ~~such as prepayment for product licenses for distribution in the United States, including Puerto Rico, of~~ ~~Insulin Insights~~~~, as well as make minority investments in other privately-held companies in new product areas similar to our investments in Mellitus and Synaps Dx.~~.

Operating activities

We generated ~~$15.8~~$0.9 million of net cash from operating activities for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, compared to ~~$14.4~~$1.5 million of net cash from operating activities for the same period of the prior year. The change was primarily due to ~~lower inventory, higher accrued expenses, and lower prepaid expenses during the nine months ended September 2022, which decreased~~increases in our working capital ~~requirements as compared to the prior year period.~~requirements. Non-cash adjustments to reconcile net income to net cash from operating activities provided net cash of ~~$1.2~~$0.7 million and were primarily due to stock-based compensation expense of $0.7 million, depreciation of ~~$0.5~~$0.1 million, loss on disposal of assets for lease of ~~$0.3~~$0.1 million, change in fair values of investments of $0.1 million and allowance for doubtful accounts of $0.1 million, partially offset by ~~higher~~gain on short-term investments of $0.3 million and deferred tax ~~expense~~income of ~~$0.4~~$0.1 million. Changes in operating assets and liabilities ~~provided $3.5~~used $4.8 million of net cash. These changes in operating assets and liabilities included cash ~~provided~~used by

Table of Contens

trade receivables of $5.5 million due to timing of revenue recognition, prepaid expenses ~~and~~ other assets of ~~$2.1~~$1.3 million, ~~accrued expenses~~trade payables of ~~$3.2 million and deferred revenue of $0.2~~$0.5 million, partially offset by cash ~~used~~provided by ~~other non-current assets~~accrued expenses of ~~$1.9 million and trade receivable of $0.1~~$2.5 million.

Investing activities

We used ~~$2.5~~$18.4 million of net cash in investing activities for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, which reflects the purchase of ~~long-term notes receivable~~short-term treasury bills of ~~$1.2~~$37.5 million, the purchase of a promissory note held for investment of $0.5 million, funding to purchase assets for lease of ~~$0.9~~$0.5 million and fixed asset purchases of ~~$0.4~~$0.1 million to support our growing ~~business.~~business, partially offset by the proceeds from maturities of short-term treasury bills of $20.2 million.

We used ~~$0.6~~$0.3 million of net cash in investing activities for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, which reflects funding of purchases of assets for lease of ~~$0.3~~$0.2 million and fixed asset purchases ~~$0.3~~$0.1 million to support our growing business.

Financing activities

We used ~~$5.0~~$0.1 million in net cash from financing activities during the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, which reflects payment of taxes withheld for stock grants of $0.1 million.

We used $0.1 million in net cash from financing activities during the three months ended March 31, 2022, which reflects payment of taxes withheld for stock grants of $0.1 million and ~~$5.0~~$0.1 million for the treasury stock acquisition, under our recently announced share purchase program, partially offset by proceeds from exercise of stock options of $0.1 million.

~~We generated $54.0 thousand in net cash from financing activities during the nine months ended September 30, 2021, due to proceeds from exercise of stock options.~~

~~Table of Contents~~

Critical Accounting Policies and Estimates

~~The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires~~ There have been no material changes tothe use of estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the financial statements. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. For a discussion of ourCompany’s critical accounting policies and estimates ~~see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and notes to the financial statements~~described in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, filed with the SEC on March ~~4, 2022. There~~23, 2023.

NewAccounting pronouncements recently adopted

We have ~~been no~~considered recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material ~~changes~~impact on our condensed consolidated financial statements. See Note 1 to ~~these critical accounting policies and estimates through September 30, 2022 from those discussed in our Annual Report on Form 10-K~~Condensed Financial Statements for the ~~year ended December 31, 2021.~~new accounting pronouncements adopted in the first quarter of 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer, our Senior Vice President, Finance and Accounting and our Vice President, Finance, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of and with the participation of our management, including our Interim Chief Executive Officer, our Senior Vice President, Finance and Accounting and our Vice President, Finance, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2022.~~ March 31, 2023.

Table of Contens

Based upon that evaluation, our Interim Chief Executive Officer, our Senior Vice President, Finance and Accounting and our Vice President, Finance concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our ~~third~~first fiscal quarter ended ~~September 30, 2022.~~March 31, 2023.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Recent Sales of Unregistered Securities

None.

(b) Use of Proceeds

Not Applicable.

(c) Issuer Purchases of Equity Securities.

~~The following table reflects the share repurchase of our common stock during the three months ended September 30, 2022.~~

(a)

(b)

(c)

(d)
Period

Total number of shares (or units) purchased

Average price paid per share (or unit)

Total number of shares (or units) purchased as part of publicly announced plans or programs

Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1, 2022 to July 31, 2022

-

-

-

$
17,055,011
August 1, 2022 to August 31, 2022

47,458

$
43.08

47,458

$
15,008,846
September 1, 2022 to September 30, 2022

-

-

-

$
15,008,846
Total

47,458

$
15,008,846

On March 14, 2022, our Board of Directors authorized a share repurchase program under which we may repurchase up to $20.0 million of our outstanding common stock. Under this program we may purchase shares on a discretionary basis from time to time through open market purchases, 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 amount of any transactions will be subject to our discretion based upon market conditions and other opportunities that we may have for the use or investment of our cash balances. 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.None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

2221

Table of ~~Contents~~Contens

Item 6. Exhibits.

Exh. No.		Exhibit Name
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the Securities and Exchange Commission on November 2, 2015).
3.2		~~Second~~Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the Securities and Exchange Commission on ~~October 26, 2021).~~April 19, 2023)
10.1		Employment Agreement with Wayne T. Pan dated March 29, 2023
31.1		Rule 13a-14(a) Certification of Principal Executive Officer of Registrant
31.2		Rule 13a-14(a) Certification of Principal Financial Officer of Registrant
32.1*		Section 1350 Certification

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		The cover page from Semler Scientific's Quarterly Report on Form 10-Q for the three months ended ~~September 30, 2022~~March 31, 2023 is formatted in Inline XBRL and it is contained in Exhibit 101

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2322

Table of ~~Contents~~Contens

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 thereunto duly authorized.

~~November 4, 2022~~ May 12, 2023	SEMLER SCIENTIFIC, INC.

	By:	/s/ Douglas Murphy-Chutorian ~~M.D.~~
		Douglas Murphy-Chutorian ~~M.D.~~
		Interim Chief Executive Officer

	By:	/s/ Andrew B. Weinstein
		Andrew B. Weinstein
		Senior Vice President, Finance and Accounting

2423

		Page
Part I.	Financial Information	1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2120
Item 4.	Controls and Procedures	2120

Part II.	Other Information	21

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2221
Item 3.	Defaults upon Senior Securities	2221
Item 4.	Mine Safety Disclosures	2221
Item 5.	Other Information	2221
Item 6.	Exhibits	2322

Signatures		2423


	Three months ended September 30,
	2022					2021
	Shares	Net Income		EPS		Shares	Net Income		EPS
Basic	6,678,175	$	3,675	$	0.55	6,754,526	$	4,150	$	0.61
Common stock warrants	67,932		—			73,922		—
Common stock options	1,193,819		—			1,314,929		—
Diluted	7,939,926	$	3,675	$	0.46	8,143,377	$	4,150	$	0.51


	(a)	(b)		(c)	(d)
Period	Total number of shares (or units) purchased	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1, 2022 to July 31, 2022	-		-	-	$	17,055,011
August 1, 2022 to August 31, 2022	47,458	$	43.08	47,458	$	15,008,846
September 1, 2022 to September 30, 2022	-		-	-	$	15,008,846
Total	47,458				$	15,008,846