09/08/2024 | Press release | Distributed by Public on 09/08/2024 20:07
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Delaware
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26-1367393
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Marianne Sarrazin, Esq.
Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, California 94111 (415) 733-6000 |
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Renae Cormier
Chief Financial Officer Semler Scientific, Inc. 2340-2348 Walsh Ave, Suite 2344 Santa Clara, California 95051 (877) 774-4211 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
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ABOUT THIS PROSPECTUS
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RISK FACTORS
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 7 | | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
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| | | | 8 | | |
ABOUT SEMLER SCIENTIFIC, INC.
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| | | | 9 | | |
USE OF PROCEEDS
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| | | | 14 | | |
DESCRIPTION OF DEBT SECURITIES
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| | | | 15 | | |
DESCRIPTION OF CAPITAL STOCK
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| | | | 21 | | |
DESCRIPTION OF UNITS
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| | | | 24 | | |
DESCRIPTION OF WARRANTS
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| | | | 25 | | |
FORMS OF SECURITIES
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| | | | 26 | | |
PLAN OF DISTRIBUTION
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| | | | 28 | | |
LEGAL MATTERS
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| | | | 30 | | |
EXPERTS
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| | | | 30 | | |
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ABOUT THIS PROSPECTUS
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PROSPECTUS SUMMARY
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| | | | 2 | | |
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THE OFFERING
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| | | | 4 | | |
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RISK FACTORS
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| | | | 5 | | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
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| | | | 11 | | |
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USE OF PROCEEDS
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| | | | 12 | | |
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PLAN OF DISTRIBUTION
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| | | | 13 | | |
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LEGAL MATTERS
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| | | | 14 | | |
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 14 | | |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 15 | | |
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SEC registration fee
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| | | $ | 22,140 | | |
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Printing and engraving
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| | | | (1) | | |
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Accounting services
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| | | | (1) | | |
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Legal fees of registrant's counsel
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| | | | (1) | | |
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Transfer agent's, trustee's and depositary's fees and expenses
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| | | | (1) | | |
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Miscellaneous fees and expenses
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| | | | (1) | | |
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Total
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| | | $ | (1) | | |
Exhibit No.
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Description
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1.1* | | | Form of Underwriting Agreement | |
1.2** | | | | |
3.1 | | | | |
3.2 | | | | |
3.3 | | | | |
3.4 | | | | |
4.1** | | | | |
4.2** | | | | |
4.3* | | | Form of Warrant Agreement | |
4.4* | | | Form of Unit Agreement | |
5.1** | | | | |
5.2** | | | | |
23.1*** | | |
Consent of BDO USA, P.C., independent registered public accounting firm
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23.2** | | | | |
23.3** | | | | |
24.1** | | | | |
25.1**** | | |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
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25.2**** | | |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture
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99.1 | | | | |
99.2†** | | | | |
99.3†** | | | | |
107** | | | |
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Signature
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Title
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Date
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/s/ Douglas Murphy-Chutorian
Douglas Murphy-Chutorian, M.D.
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President and Chief Executive Officer, Director
(Principal Executive Officer) |
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August 9, 2024
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/s/ Renae Cormier
Renae Cormier
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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August 9, 2024
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/s/ *
Eric Semler
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Chairman of the Board
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August 9, 2024
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/s/ *
William H.C. Chang
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Director
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August 9, 2024
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/s/ *
Daniel Messina
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Director
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August 9, 2024
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*By:
/s/ Douglas Murphy-Chutorian
Douglas Murphy-Chutorian
Attorney-in-Fact |
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