SEMLER SCIENTIFIC, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

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

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

Item 1.02 Termination of a Material Definitive Agreement.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
  10.1          Warrant Repurchase Agreement between Semler Scientific, Inc. and
              the Murphy-Chutorian Family Trust U/D/T dated January 13, 1997,
              dated May 16, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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