Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the cooperation agreement, Semler Sci agreed to (i) increase the
size of its board of directors from five to seven directors, (ii) appoint
Pursuant to the cooperation agreement, the Investors agreed to certain voting commitments for the duration of a standstill period, which is defined as the period commencing on the date of the cooperation agreement and ending upon the date that is the earlier of (i) 30 days prior to the deadline under Semler Sci's bylaws for the nomination of director candidates for election to its board of directors for the 2024 annual meeting of stockholders and (ii) 90 days prior to the first anniversary of the 2023 annual meeting of stockholders. The Investors also agreed to appear in person or by proxy at each meeting of Semler Sci's stockholders and to vote all of their shares of Semler Sci common stock in accordance with the board of directors' recommendation with (a) respect to the election, removal and/or replacement of directors, (b) the ratification of the appointment of Semler Sci's independent registered public accounting firm and (c) any other proposal that is submitted to Semler Sci's stockholders for their vote.
Semler Sci and the Investors also agreed to certain non-disparagement and no-litigation provisions in the cooperation agreement, subject to certain exceptions.
The foregoing summary of the cooperation agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the cooperation agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
As contemplated by the cooperation agreement described in Item 1.01 above, on
Further, and as contemplated by the cooperation agreement, the board of
directors reconstituted its nominating committee and appointed
As non-employee directors, each of
indemnification agreement, which form indemnification agreement is filed as
Exhibit 10.1 to Semler Sci's Form 8-K filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Third A&R Bylaws were adopted solely to clarify that the authorized number of directors will be fixed in the manner as provided therein (as opposed to the certificate of incorporation), and in accordance with and exclusively by resolution duly adopted from time to time by the board of directors.
The foregoing summary and description of the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Third Amended and Restated Bylaws ofSemler Scientific, Inc. 10.1 Cooperation Agreement, datedApril 19, 2023 , by and amongSemler Scientific, Inc. and the Investors . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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