Semler Scientific Inc 2024年度报告

☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 SEMLER SCIENTIFIC, INC. (877)774-4211(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 duringthe 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 past90 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 ofRegulation 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately$164,913,715as of June 30, 2024, thelast business day of the registrant’s most recently completed second fiscal quarter. The number of shares of the registrant’s common stock outstanding as of February 21, 2025 was9,596,486. DOCUMENTS INCORPORATED BY REFERENCE 2024 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART I Cautionary Note Regarding Forward Looking Statements and Industry DataRisk Factor SummaryItem 1.Business4Item1A.Risk Factors2Item1B.Unresolved Staff Comments61Item1C.Cybersecurity61Item 2.Properties62Item 3.Legal Proceedings62Item 4.Mine Safety Disclosure62 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities62Item 6.[Reserved]63Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations63Item7A.Quantitative and Qualitative Disclosures about Market Risk70Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure70Item9A.Controls and Procedures71Item9B.Other Information71Item9C.Disclosure Regarding Foreign Jurisdictions the Prevent Inspections71 PART III Item 10.Directors, Executive Officers and Corporate Governance72Item 11.Executive Compensation75Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters79Item 13.Certain Relationships and Related Transactions, and Director Independence81Item 14.Principal Accountant Fees and Services82 PART IV Item 15.Exhibits, Financial Statement Schedules83Item 16.Form 10-K Summary85SIGNATURES61 In this report, unless otherwise stated or as the context otherwise requires, references to “SemlerScientific,” “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 containsregistered marks, trademarks and trade names of other companies. All other trademarks, registeredmarks and trade names appearing in this report are the prop