Semler Scientific Enters Material Agreement, Incurs Financial Obligation

TL;DR

Semler Scientific just signed a big deal and owes money.

AI Summary

On September 25, 2025, Semler Scientific, Inc. entered into a material definitive agreement, which also created a direct financial obligation for the company. The filing indicates this is an "Other Event" and includes financial statements and exhibits.

Why It Matters

This filing signals a significant new financial commitment or partnership for Semler Scientific, potentially impacting its future operations and financial health.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce new risks related to performance, repayment, and market conditions.

Key Players & Entities

• Semler Scientific, Inc. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share SMLR The Nasdaq
• $20.0 million — September 25, 2025, Semler Sci borrowed $20.0 million of cash from Coinbase Credit pursuant t

Filing Documents

• tm2526607d8_8k.htm (8-K) — 49KB
• tm2526607d8_ex10-1.htm (EX-10.1) — 177KB
• 0001104659-25-093562.txt ( ) — 429KB
• smlr-20250925.xsd (EX-101.SCH) — 3KB
• smlr-20250925_lab.xml (EX-101.LAB) — 33KB
• smlr-20250925_pre.xml (EX-101.PRE) — 22KB
• tm2526607d8_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The disclosure in Item 2.03 is incorporated by reference into this Item.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously disclosed, on April 15, 2025, Semler Scientific, Inc., or Semler Sci, entered into a Master Loan Agreement with Coinbase Credit Inc. as lender, Coinbase Credit, and Coinbase Inc., together the Coinbase entities. Under the master loan agreement, Semler Sci may borrow, from time to time, cash or digital assets, which loans, if any, are intended to be collateralized with a first priority security interest in the Bitcoin that Semler Sci posts as collateral. Loans under the master loan agreement will be subject to certain minimum margin requirements based on the loan amount relative to the market value of the Bitcoin collateral posted. The specific terms of any loan (including loan amount, rate, fees, collateral, margin requirements, and maturity) will be set forth from time to time in a separate confirmation under the master loan agreement. Should the value of the Bitcoin collateralizing the loan fall below the minimum margin requirements in the confirmation, Semler Sci could be required to transfer additional Bitcoin, or other eligible collateral, to Coinbase to reduce or repay the loan amount. Semler Sci will pay a monthly loan fee to Coinbase based on the outstanding loan amount and determined accordance with the terms of the confirmation. The foregoing description is summary in nature and is qualified in its entirety by the full text of the master loan agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Accordingly, on September 25, 2025, Semler Sci borrowed $20.0 million of cash from Coinbase Credit pursuant to the master loan agreement. As set forth in a separate confirmation thereunder, the loan is collateralized by Semler Sci's Bitcoin, the interest rate is 10%, initial margin percentage is 156.25%, and the loan matures March 26, 2026. In the event Semler Sci elects to pay the loan prior

01 Other Events

Item 8.01 Other Events Cautionary Statement Regarding Forward-Looking Statements Certain statements herein and the documents incorporated herein by reference may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Strive and Semler Sci, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company's future financial performance, the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project," "predict," "potential," "assume," "forecast," "target," "budget," "outlook," "trend," "guidance," "objective," "goal," "strategy," "opportunity," and "intend," as well as words of similar meaning or other statements concerning opinions or judgment of Strive, Semler Sci or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking st

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed with this report: Exhibit No. Description 10.1 Master Loan Agreement among Coinbase Credit, Inc., Coinbase, Inc. and Semler Scientific, Inc. dated April 15, 2025. 104 The cover page from this current report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEMLER SCIENTIFIC, INC. Date: September 26, 2025 By: /s/ Renae Cormier Name: Renae Cormier Title: Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR