Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure in Item 2.03 is incorporated by reference into this Item.

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 to maturity, Semler Sci agreed to pay an early termination fee equal to the full amount of all remaining interest through the term of the loan.

Semler Sci intends to use the proceeds from such loan (along with cash from operations) to pay in full the previously disclosed settlement with the U.S. Department of Justice.

Item 8.01 Other Events