As filed with the Securities and Exchange Commission on February 28, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 |
| (Addresses of Principal Executive Officers) | (Zip Code) |
(877) 774-4211
(Registrant’s telephone number, including area code)
Semler Scientific, Inc. 2024 Stock Option and Incentive Plan
(Full title of the plan)
Douglas Murphy-Chutorian, M.D.
Chief Executive Officer
Semler Scientific, Inc.
2340-2348 Walsh Avenue, Suite 2344
Santa Clara, CA 95051
(Name and address of agent for service)
(877) 774-4211
(Telephone number, including area code, of agent for service)
Copies to:
Marianne Sarrazin, Esq.
Goodwin Procter LLP
525 Market 32nd Floor
San Francisco, California 94105
Tel: (415) 733-6134
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | x | Smaller reporting company | x | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed by Semler Scientific, Inc. with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 382,259 shares of the registrant’s common stock, par value $0.001 per share, to be issued pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan (the “2024 Plan”). This registration statement relates to securities of the same class as other securities for which a registration statement on Form S-8 related to the 2024 Plan has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in the registrant’s registration statement on Form S-8 (File No. 333-283009) is hereby incorporated by reference and made part of this registration statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference into this registration statement the following documents filed with the Commission:
| (a) | The registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 28, 2025; |
| (b) | The registrant’s current reports on Form 8-K filed on January 13, 2025, January 23, 2025 (Item 8.01 only), January 24, 2025, January 28, 2025 and February 4, 2025; and |
| (c) | the description of our common stock contained in our registration statement on Form 8-A filed on September 27, 2021, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our annual report on Form 10-K for the fiscal year ended December 31, 2024, and including any amendments and reports filed for the purpose of updating such description. |
All reports and other documents that the registrant subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement that indicates that all of the shares of common stock offered have been sold or that deregisters all of such shares then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K, or any exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Clara, State of California, on the 28th day of February, 2025.
| Semler Scientific, Inc. | ||
| By: | /s/ Douglas Murphy-Chutorian | |
| Name: | Douglas Murphy-Chutorian, M.D. | |
| Title: | Chief Executive Officer | |
KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Douglas Murphy-Chutorian and Renae Cormier, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated below.
| Signature | Title | Date |
| /s/ Douglas Murphy-Chutorian | Director and Chief Executive Officer | February 28, 2025 |
| Douglas Murphy-Chutorian, M.D. | (Principal Executive Officer) | |
| /s/ Renae Cormier | Chief Financial Officer | February 28, 2025 |
| Renae Cormier | (Principal Financial and Accounting Officer) | |
| /s/ Eric Semler | Chairman of the Board | February 28, 2025 |
| Eric Semler | ||
| /s/ William H.C. Chang | Director | February 28, 2025 |
| William H.C. Chang | ||
| /s/ Daniel Messina | Director | February 28, 2025 |
| Daniel Messina |
