Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Semler Scientific, Inc. | |
Entity Central Index Key | 1,554,859 | |
Trading Symbol | smlr | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,123,568 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,636 | $ 1,303 | $ 3,136 | $ 2,505 |
Operating expenses: | ||||
Cost of revenue | 533 | 261 | 950 | 502 |
Engineering and product development | 182 | 406 | 452 | 715 |
Sales and marketing | 1,028 | 1,288 | 2,001 | 2,495 |
General and administrative | 763 | 665 | 1,534 | 1,460 |
Total operating expenses | 2,506 | 2,620 | 4,937 | 5,172 |
Loss from operations | (870) | (1,317) | (1,801) | (2,667) |
Other expense: | (96) | (24) | (171) | (46) |
Net loss | $ (966) | $ (1,341) | $ (1,972) | $ (2,713) |
Net loss per share, basic and diluted | $ (0.19) | $ (0.27) | $ (0.38) | $ (0.56) |
Weighted average number of shares used in computing basic and diluted loss per share | 5,123,568 | 4,978,878 | 5,123,568 | 4,871,614 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 1,022 | $ 405 |
Trade accounts receivable, net of allowance for doubtful accounts of $94 and $183, respectively | 607 | 1,278 |
Prepaid expenses and other current assets | 126 | 69 |
Total current assets | 1,755 | 1,752 |
Assets for lease, net | 839 | 830 |
Property and equipment, net | 452 | 497 |
Long-term deposits | 15 | |
Total assets | 3,061 | 3,079 |
Current liabilities: | ||
Accounts payable | 430 | 839 |
Accrued expenses | 2,183 | 2,317 |
Deferred revenue | 667 | 952 |
Total current liabilities | 3,280 | 4,108 |
Long-term liabilities: | ||
Deferred rent | 43 | 43 |
Accrued interest expense | 85 | |
Related party loan payable net of debt discount of $199 and $0, respectively | 1,301 | |
Loan payable net of debt discount of $95 and $0, respectively | 883 | |
Total long-term liabilities | 2,312 | 43 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,148,568 and 5,148,568 shares issued, and 5,123,568 and 5,123,568 outstanding (net of treasury shares of 25,000 and 25,000), respectively | 5 | 5 |
Additional paid-in capital | 21,804 | 21,291 |
Accumulated deficit | (24,340) | (22,368) |
Total stockholders' deficit | (2,531) | (1,072) |
Total liabilities and stockholders' deficit | $ 3,061 | $ 3,079 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 94 | $ 183 |
Debt discount on related party loan payable | 199 | |
Loan net of debt discount (in dollars) | $ 95 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,148,568 | 5,148,568 |
Common stock, shares outstanding | 5,123,568 | 5,123,568 |
Treasury stock, shares | 25,000 | 25,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,972) | $ (2,713) |
Reconciliation of Net Loss to Net Cash Used in Operating Activities: | ||
Amortization of debt discount | 84 | 37 |
Depreciation | 221 | 129 |
Loss on disposal of assets for lease | 136 | 44 |
Allowance for doubtful accounts | 18 | 73 |
Stock-based compensation expense | 135 | 63 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | 653 | 20 |
Prepaid expenses and other current assets | (72) | 9 |
Accounts payable | (409) | 27 |
Accrued expenses | (49) | 21 |
Deferred revenue | (285) | (132) |
Net Cash Used in Operating Activities | (1,540) | (2,422) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (15) | (45) |
Purchase of assets for lease | (306) | (261) |
Net Cash Used in Investing Activities | (321) | (306) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 999 | |
Stock options exercised | 13 | |
Offering costs | (100) | |
Proceeds from loans payable | 2,478 | |
Net Cash Provided by Financing Activities | 2,478 | 912 |
INCREASE (DECREASE) IN CASH | 617 | (1,816) |
CASH, BEGINNING OF PERIOD | 405 | 4,156 |
CASH, END OF PERIOD | 1,022 | 2,340 |
Cash paid for interest | $ 13 | |
Supplemental disclosure of noncash financing activity: | ||
Fair value of warrants issued to lenders | $ 363 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 (“U.S. 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 filed with the SEC on February 26, 2016 (the “Annual Report”). The balance sheet as of December 31, 2015 included in this report has been derived from the audited financial statements included in 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. Items in prior period financial statements have been adjusted to conform with the current period presentation. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern The Company has incurred recurring losses since inception and expects to continue to incur losses as a result of costs and expenses related to the Company’s marketing and other promotional activities, research and continued development of its product. As of June 30, 2016, the Company has negative working capital of $1,525, cash of $1,022 and stockholders’ deficit of $2,531. The Company’s principal sources of cash have included the issuance of equity securities, borrowings under loan agreements, revenue from leasing its product and providing testing services. To increase revenue, the Company’s operating expenses will continue to grow and, as a result, the Company will need to generate significant additional revenue to achieve profitability. The Company’s financial statements as of and for the three and six months ended June 30, 2016 have been prepared under the assumption that the Company will continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate additional revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company can give no assurances that additional capital that the Company is able to obtain, if any, will be sufficient to meet the Company’s needs. If the Company is unable to raise additional capital or increase revenue from leasing its product and providing testing services within the next twelve months to continue to fund operations at its current cash expenditure levels, the Company’s operations will need to be curtailed. The foregoing conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Assets for Lease, net
Assets for Lease, net | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Capital [Abstract] | |
Assets for Lease, net | 3. Assets for Lease, net Assets for lease consist of the following: June 30, December 31, Assets for lease $ 1,333 $ 1,280 Less: Accumulated Depreciation (494 ) (450 ) Assets for lease, net $ 839 $ 830 Depreciation expense amounted to $81 and $66 for the three months ended June 30, 2016 and June 30, 2015, respectively. Depreciation expense amounted to $161 and $123 for the six months ended June 30, 2016 and June 30, 2015, respectively. Reduction to accumulated depreciation for returned items was $88 and $27 for the three months ended June 30, 2016 and June 30, 2015, respectively. Reduction to accumulated depreciation for returned items was $117 and $41 for the six months ended June 30, 2016 and June 30, 2015, respectively. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment, net consists of the following: June 30, December 31, Property and equipment $ 557 $ 542 Less: accumulated depreciation (105 ) (45 ) Property and equipment, net $ 452 $ 497 Depreciation expense amounted to $30 and $4 for the three months ended June 30, 2016 and 2015, respectively. Depreciation expense amounted to $60 and $6 for the six months ended June 30, 2016 and 2015, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: June 30, December 31, Offering Costs $ 227 $ 227 Compensation 1,436 1,093 Miscellaneous Accruals 520 997 Total Accrued Expenses $ 2,183 $ 2,317 The accumulated offering costs that were accrued pertain to consulting fees associated with securing equity financing for the Company prior to the initial public offering. Prior to becoming Chief Executive Officer (“CEO”), the Company’s current CEO performed consulting services for the Company, which included managing finance, sales, marketing, operational and strategic planning for the Company, as well as assistance and strategic guidance in securing financing. The Company has agreed to a payment date of December 31, 2016 for these fees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Facilities Leases Facilities lease expense recognized by the Company was $22 and $65 for the three months ended June 30, 2016 and 2015, respectively. Facilities lease expense recognized by the Company was $37 and $101 for the six months ended June 30, 2016 and 2015, respectively. On September 23, 2014, the Company entered into a 36-month lease agreement for office space for the sales and marketing team located in Menlo Park, CA. The lease term commenced February 1, 2015 and is effective through January 31, 2018. Payments required under the terms of the lease are $17.0 per month from February 2015 to January 2016, $17.5 per month from February 2016 to January 2017, and $18.0 per month from February 2017 to January 2018. The Company anticipates total future lease payments of $104.8 for the year ended December 31, 2016; $215.4 for the year ended December 31, 2017; and $18.0 for the year ended December 31, 2018. On July 15, 2015, the Company entered into a 30-month sublease agreement for the Menlo Park office space, which commenced August 1, 2015 and is effective through the term of the lease, January 31, 2018. Payments required to the Company under the terms of the sublease are $15.5 per month from August 2015 to July 2016, $16.0 per month from August 2016 to July 2017, and $16.5 per month from August 2017 to January 2018. The Company anticipates receipt of total future sublease payments of $95.5 for the year ended December 31, 2016; $194.4 for the year ended December 31, 2017; and $16.5 for the year ended December 31, 2018. Loans Payable Loans from Related Parties On January 15, 2016, the Company entered into a loan agreement with the Chang Family Trust, for which William H.C. Chang, a significant stockholder, is co-trustee. Pursuant to the loan agreement, the Company obtained a $1,000 unsecured loan for a 24-month term at a fixed interest rate of 10% p.a. Under the loan agreement, the Company will pay $1,000 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On January 21, 2016, the Company entered into a loan agreement with the Chang Family Trust, for which William H.C. Chang, a significant stockholder, is co-trustee. Pursuant to the loan agreement, the Company obtained a $500 unsecured loan for a 24-month term at a fixed interest rate of 5% p.a. Under the loan agreement, the Company will pay $500 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of common stock at an exercise price of $1.75 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. Other Loans On March 31, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $700 unsecured loan for a 24-month term at a fixed interest rate of 10% p.a. Under the loan agreement, the Company will pay $700 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 79,459 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On April 5, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $160 unsecured loan for a 24-month term at a fixed interest rate of 10% p.a. Under the loan agreement, the Company will pay $160 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 18,162 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. On May 20, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $80 unsecured loan for a 24-month term at a fixed interest rate of 10% p.a. Under the loan agreement, the Company will pay $80 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 9,081 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan. The Company uses the Black-Scholes pricing model to determine the relative fair market value of warrants. The relative fair market value of each warrant is estimated on the date of grant. The relative fair value of the warrants granted is estimated on the date of grant using the Black-Scholes pricing model and the following assumptions for the periods presented: Three months ended Six months ended June 30, 2016 2015 2016 2015 Expected term (in years) 2 - 2 - Risk-free interest rate 0.73 – 0.89 % - 0.73 – 0.89 % - Expected volatility 98.1 – 99.0 % - 97.7 – 99.0 % - Expected dividend rate. 0 % - 0 % - The assumptions are based on the following for each of the years presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend For the three months ended June 30, 2016 and 2015 interest expense was $96 and $25, respectively. Of this total interest expense, the portion related to amortization of debt discount was $48 and $19, respectively. For the six months ended June 30, 2016 and 2015 interest expense was $170 and $49, respectively. Of this total interest expense, the portion related to amortization of debt discount was $84 and $37, respectively. 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 had 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. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 7. Net Loss Per Common Share Because the Company was in a loss position for each of the periods presented, diluted net loss per share is the same as basic net loss per share for each period as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three months ended Six months ended 2016 2015 2016 2015 Weighted average shares outstanding: Common stock warrants 706,331 359,714 645,353 359,714 Options 2,069,911 736,722 2,027,480 727,069 Total 2,776,242 1,096,436 2,672,833 1,086,783 |
Stock Option Plan
Stock Option Plan | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | 8. Stock Option 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”) or 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. On January 1, 2015, the Share Reserve increased by 188,640 shares due to the automatic 4% increase. On January 1, 2016, the Share Reserve increased by 204,943 shares due to the automatic 4% increase. The Share Reserve is currently 2,343,583 shares for the year ending December 31, 2016. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of June 30, 2016, 0 shares of an aggregate total of 407,500 shares were available for future stock-based compensation grants under the 2007 Plan and 666,121 shares of an aggregate total of 2,343,583 shares were available for future stock-based compensation grants under the 2014 Plan. Aggregate intrinsic value represents the difference between the closing market value as of June 30, 2016 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 six months ended June 30, 2016 is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2016 1,909,911 $ 2.58 8.56 $ 813 Options granted 160,000 2.23 Options exercised - - Options forfeited/canceled 394 3.44 Balance, June 30, 2016 2,069,517 $ 2.58 8.18 $ 280 Exercisable as of June 30, 2016 1,581,140 $ 2.61 7.92 $ 280 The total compensation cost related to unvested stock option awards not yet recognized was $802 as of June 30, 2016. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 2.77 years. The estimated fair value of option shares vested during the quarters ended June 30, 2016 and 2015 was $66 and $31, respectively. The estimated fair value of option shares vested during the six months ended June 30, 2016 and 2015 was $135 and $63, respectively. The weighted average fair value of options granted during the quarter ended June 30, 2015 was $2.32 per share, or an aggregate grant date fair value of $116, respectively The weighted average fair value of options granted during the six months ended June 30, 2016 and 2015 was $1.43 per share and $1.75 per share, respectively, or an aggregate grant date fair value of $229 and $219, respectively On February 18, 2016 the Compensation Committee of the Company’s Board of Directors granted, and the full Board ratified, an option to acquire an aggregate of 125,000 shares under the 2014 Plan to the Company’s CEO. This option vests 25% on the one-year anniversary of the grant date and monthly thereafter for 36 months, such that the option is vested in full on the four-year anniversary of the grant date. On February 18, 2016 the Company’s Compensation Committee granted, and the full Board ratified, options to each of the then-seated non-employee Directors to acquire 5,000 shares, for an aggregate of 35,000 shares, under the 2014 Plan. These options vest on the one-year anniversary of their grant date. Determining the Fair Value of Stock Options The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant. The following assumptions for the periods presented were: Three months ended Six months ended June 30, 2016 2015 2016 2015 Expected term (in years) - 5 5 5 Risk-free interest rate - 1.6 % 1.21 % 1.5 – 1.6 % Expected volatility - 82.5 % 80.4 % 82.5 – 83.3 % Expected dividend rate. - 0 % 0 % 0 % The assumptions are based on the following for each of the years presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend Forfeiture The Company has recorded an expense of $66 and $31 as it relates to stock-based compensation for the three months ended June 30, 2016 and 2015, respectively. The Company has recorded an expense of $135 and $63 as it relates to stock-based compensation for the six months ended June 30, 2016 and 2015, respectively, which was allocated as follows based on the role and responsibility of the recipient in the Company: Three months ended June 30, Six months ended June 30 2016 2015 2016 2015 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 5 5 18 7 Sales and Marketing 17 10 42 25 General and Administrative 43 15 74 30 Total $ 66 $ 31 $ 135 $ 63 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events None. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 (“U.S. 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 filed with the SEC on February 26, 2016 (the “Annual Report”). The balance sheet as of December 31, 2015 included in this report has been derived from the audited financial statements included in 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. Items in prior period financial statements have been adjusted to conform with the current period presentation. |
Assets for lease, net (Tables)
Assets for lease, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Capital [Abstract] | |
Schedule of assets for lease | June 30, December 31, Assets for lease $ 1,333 $ 1,280 Less: Accumulated Depreciation (494 ) (450 ) Assets for lease, net $ 839 $ 830 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, Property and equipment $ 557 $ 542 Less: accumulated depreciation (105 ) (45 ) Property and equipment, net $ 452 $ 497 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | June 30, December 31, Offering Costs $ 227 $ 227 Compensation 1,436 1,093 Miscellaneous Accruals 520 997 Total Accrued Expenses $ 2,183 $ 2,317 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of relative fair value of the warrants granted using the Black-Scholes pricing model | Three months ended Six months ended June 30, 2016 2015 2016 2015 Expected term (in years) 2 - 2 - Risk-free interest rate 0.73 – 0.89 % - 0.73 – 0.89 % - Expected volatility 98.1 – 99.0 % - 97.7 – 99.0 % - Expected dividend rate. 0 % - 0 % - |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of common stock equivalents excluded from the computation of diluted net loss per share | Three months ended Six months ended 2016 2015 2016 2015 Weighted average shares outstanding: Common stock warrants 706,331 359,714 645,353 359,714 Options 2,069,911 736,722 2,027,480 727,069 Total 2,776,242 1,096,436 2,672,833 1,086,783 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of summary of stock-based compensation activity | Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2016 1,909,911 $ 2.58 8.56 $ 813 Options granted 160,000 2.23 Options exercised - - Options forfeited/canceled 394 3.44 Balance, June 30, 2016 2,069,517 $ 2.58 8.18 $ 280 Exercisable as of June 30, 2016 1,581,140 $ 2.61 7.92 $ 280 |
Schedule of weighted-average Black-Scholes fair value assumptions | Three months ended Six months ended June 30, 2016 2015 2016 2015 Expected term (in years) - 5 5 5 Risk-free interest rate - 1.6 % 1.21 % 1.5 – 1.6 % Expected volatility - 82.5 % 80.4 % 82.5 – 83.3 % Expected dividend rate. - 0 % 0 % 0 % |
Schedule of stock-based compensation based on the role and responsibility of the recipient in the Company | Three months ended June 30, Six months ended June 30 2016 2015 2016 2015 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 5 5 18 7 Sales and Marketing 17 10 42 25 General and Administrative 43 15 74 30 Total $ 66 $ 31 $ 135 $ 63 |
Going Concern (Detail Textuals)
Going Concern (Detail Textuals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Going Concern [Abstract] | ||||
Working capital | $ (1,525) | |||
Cash | 1,022 | $ 405 | $ 2,340 | $ 4,156 |
Stockholders' deficit | $ (2,531) | $ (1,072) |
Assets for Lease, net - Summary
Assets for Lease, net - Summary of assets for lease (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Leases, Capital [Abstract] | ||
Assets for lease | $ 1,333 | $ 1,280 |
Less: Accumulated Depreciation | (494) | (450) |
Assets for lease, net | $ 839 | $ 830 |
Assets for Lease, net (Detail T
Assets for Lease, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Leases, Capital [Abstract] | ||||
Depreciation expense | $ 81 | $ 66 | $ 161 | $ 123 |
Reduction to accumulated depreciation for returned items | $ 88 | $ 27 | $ 117 | $ 41 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 557 | $ 542 |
Less: accumulated depreciation | (105) | (45) |
Property and equipment, net | $ 452 | $ 497 |
Property and Equipment, net (26
Property and Equipment, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 30 | $ 4 | $ 60 | $ 6 |
Accrued Expenses - Summary of a
Accrued Expenses - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Offering Costs | $ 227 | $ 227 |
Compensation | 1,436 | 1,093 |
Miscellaneous Accruals | 520 | 997 |
Total Accrued Expenses | $ 2,183 | $ 2,317 |
Commitments and Contingencies28
Commitments and Contingencies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Expected term (in years) | 2 years | 2 years | ||
Risk-free interest rate | ||||
Expected volatility | ||||
Expected dividend rate | 0.00% | 0.00% | ||
Minimum | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.73% | 0.73% | ||
Expected volatility | 98.10% | 97.70% | ||
Maximum | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.89% | 0.89% | ||
Expected volatility | 99.00% | 99.00% |
Commitments and Contingencies29
Commitments and Contingencies (Detail Textuals) - USD ($) | Jul. 15, 2015 | Sep. 23, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Facilities lease expense | $ 22,000 | $ 65,000 | $ 37,000 | $ 101,000 | ||
Lease Agreement | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Term specified for lease agreement | 36 months | |||||
Future lease payments for December 31, 2016 | 104,800 | 104,800 | ||||
Future lease payments for December 31, 2017 | 215,400 | 215,400 | ||||
Future lease payments for December 31, 2018 | 18,000 | 18,000 | ||||
Lease Agreement | Lease term from February 2015 to January 2016 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 17,000 | |||||
Lease Agreement | Lease term from February 2016 to January 2017 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 17,500 | |||||
Lease Agreement | Lease term from February 2017 to January 2018 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 18,000 | |||||
Sub Lease Agreement | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Term specified for lease agreement | 30 months | |||||
Future lease payments for December 31, 2016 | 95,500 | 95,500 | ||||
Future lease payments for December 31, 2017 | 194,400 | 194,400 | ||||
Future lease payments for December 31, 2018 | $ 16,500 | 16,500 | ||||
Sub Lease Agreement | Lease term from August 2015 to July 2016 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 15,500 | |||||
Sub Lease Agreement | Lease term from August 2016 to July 2017 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | 16,000 | |||||
Sub Lease Agreement | Lease term from August 2017 to July 2018 | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Payments required per month under terms of lease agreement | $ 16,500 |
Commitments and Contingencies30
Commitments and Contingencies (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2016 | Jan. 15, 2016 | May 20, 2016 | Mar. 31, 2016 | Jan. 21, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Commitments And Contingencies [Line Items] | |||||||||
Interest expense | $ 96 | $ 25 | $ 170 | $ 49 | |||||
Amortization of debt discount | $ 48 | $ 19 | $ 84 | $ 37 | |||||
Unsecured Debt | Fixed rate of interest 10% | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Unsecured loan | $ 1,000 | ||||||||
Term of secured loan | 24 months | ||||||||
Unsecured loan rate of interest | 10.00% | ||||||||
Unsecured loan principal and interest payment | $ 1,000 | ||||||||
Additional indebtedness limit | $ 50 | ||||||||
Term of warrant | 2 years | ||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||
Exercise price per warrants | $ 1.75 | ||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 19.99% | ||||||||
Unsecured Debt | Fixed rate of interest 10% | Accredited investor | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Unsecured loan | $ 160 | $ 80 | $ 700 | ||||||
Term of secured loan | 24 months | 24 months | 24 months | ||||||
Unsecured loan rate of interest | 10.00% | 10.00% | 10.00% | ||||||
Unsecured loan principal and interest payment | $ 160 | $ 80 | $ 700 | ||||||
Term of warrant | 2 years | 2 years | 2 years | ||||||
Number of warrant issued to purchase common stock | 18,162 | 9,081 | 79,459 | ||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||
Minimum percentage holding required by holder to retain exercising rights | more than 4.99% | more than 4.99% | more than 4.99% | ||||||
Unsecured Debt | Fixed rate of interest 5% | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Unsecured loan | $ 500 | ||||||||
Term of secured loan | 24 months | ||||||||
Unsecured loan rate of interest | 5.00% | ||||||||
Unsecured loan principal and interest payment | $ 500 | ||||||||
Additional indebtedness limit | $ 50 | ||||||||
Term of warrant | 2 years | ||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||
Exercise price per warrants | $ 1.75 | ||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 19.99% |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Weighted average shares outstanding: | ||||
Total | 2,776,242 | 1,096,436 | 2,672,833 | 1,086,783 |
Common stock warrants | ||||
Weighted average shares outstanding: | ||||
Total | 706,331 | 359,714 | 645,353 | 359,714 |
Options | ||||
Weighted average shares outstanding: | ||||
Total | 2,069,911 | 736,722 | 2,027,480 | 727,069 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of stock-based compensation activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Stock Options Outstanding | ||
Balance, January 1, 2016 | 1,909,911 | |
Options granted | 160,000 | |
Options exercised | ||
Options forfeited/canceled | 394 | |
Balance, June 30, 2016 | 2,069,517 | 1,909,911 |
Exercisable as of June 30, 2016 | 1,581,140 | |
Weighted Average Exercise Price | ||
Balance, January 1, 2016 | $ 2.58 | |
Options granted | 2.23 | |
Options exercised | ||
Options forfeited/canceled | 3.44 | |
Balance, June 30, 2016 | 2.58 | $ 2.58 |
Exercisable as of June 30, 2016 | $ 2.61 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 8 years 2 months 5 days | 8 years 6 months 22 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 7 years 11 months 1 day | |
Aggregate Intrinsic Value, Options Outstanding | $ 280 | $ 813 |
Aggregate Intrinsic Value, Options Exercisable | $ 280 |
Stock Option Plan - Weighted-av
Stock Option Plan - Weighted-average Black-Scholes fair value assumptions (Details 1) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years | 5 years | 5 years | |
Risk free interest rate | 1.60% | 1.21% | ||
Expected volatility | 82.50% | 80.40% | ||
Expected dividend rate | 0.00% | 0.00% | 0.00% | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate | 1.50% | |||
Expected volatility | 82.50% | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate | 1.60% | |||
Expected volatility | 83.30% |
Stock Option Plan - Stock-based
Stock Option Plan - Stock-based compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 66 | $ 31 | $ 135 | $ 63 |
Cost of Revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1 | 1 | 1 | 1 |
Engineering and Product Development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5 | 5 | 18 | 7 |
Sales and Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 17 | 10 | 42 | 25 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 43 | $ 15 | $ 74 | $ 30 |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to non-vested awards | $ 802 | $ 802 | |||||
Weighted average period of unvested stock awards | 2 years 9 months 7 days | ||||||
Total estimated grant date fair value of options vested | $ 66 | $ 31 | $ 135 | $ 63 | |||
Weighted average grant date fair value of options granted | $ 2.32 | $ 1.43 | $ 1.75 | ||||
Aggregate grant date fair value | $ 116 | $ 229 | $ 219 | ||||
2007 Key Person Stock Option Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future stock-based compensation grants | 0 | 0 | |||||
Aggregate number of share reserve | 407,500 | 407,500 | |||||
2014 Stock Incentive Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future stock-based compensation grants | 666,121 | 666,121 | |||||
Aggregate number of share reserve | 450,000 | 450,000 | |||||
Maximum term of stock option grants | 10 years | ||||||
Percentage of shares reserve increased | 4.00% | 4.00% | 4.00% | ||||
Number of share reserve increased | 204,943 | 1,500,000 | 188,640 | 2,343,583 |
Stock Option Plan (Detail Tex36
Stock Option Plan (Detail Textuals 1) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 18, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock option granted | 160,000 | ||||
Stock-based compensation expense | $ 66 | $ 31 | $ 135 | $ 63 | |
2014 Stock Incentive Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of share reserve | 450,000 | 450,000 | |||
2014 Stock Incentive Plan | Stock options | Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of share reserve | 125,000 | ||||
Percentage of options vested and exercisable | 25.00% | ||||
2014 Stock Incentive Plan | Stock options | Board of Directors | Vesting period, Tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of option | 1 year | ||||
2014 Stock Incentive Plan | Stock options | Board of Directors | Vesting period, tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of option | 36 months | ||||
2014 Stock Incentive Plan | Stock options | Board of Directors | Vesting period, tranche three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of option | 4 years | ||||
2014 Stock Incentive Plan | Stock options | Non Employee Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of share reserve | 35,000 | ||||
Number of stock option granted | 5,000 |