Regulation FD Disclosure, Business/Financial Results (Form 8-K)

Item 2.02. Results of Operations and Financial Condition.

Although it has not yet finalized its full financial results for the third quarter ended September 30, 2025, Semler Scientific, Inc., or Semler Scientific, is providing select preliminary unaudited financial information for the third quarter ended September 30, 2025.

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Semler Scientific anticipates reporting for the three months ended and as of September 30, 2025:

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Semler Scientific's financial closing procedures for the third quarter ended September 30, 2025, are not yet complete. The preliminary unaudited financial information presented are estimates based on information available to management as of the date of this current report on Form 8-K, have not been reviewed or audited by Semler Scientific's independent registered accounting firm, and are subject to change. It is possible that the final results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing procedures and/or the interim review process; changes in facts, circumstances and/or assumptions and/or developments in the interim. The preliminary unaudited financial information does not present all information necessary for a complete understanding of Semler Scientific's results for the third quarter ended September 30, 2025 and should not be viewed as a substitute for full financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP.

Item 7.01. Regulation FD Disclosure.

Bitcoin Dashboard

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Semler Scientific maintains a dashboard on its website, www.semlerscientific.com, as a disclosure channel to provide broad, non-exclusionary distribution of information regarding Semler Scientific's Bitcoin holdings to the public. Some of the information distributed through the website dashboard may be considered material information. Semler Scientific intends to use this website dashboard as a means of complying with its disclosure obligations under Regulation FD. The website dashboard will include information regarding market data for Semler Scientific's common stock and Bitcoin, BTC Yield, BTC Gain and BTC $ Gain key performance indicators, or KPIs, Bitcoin purchases, Bitcoin holdings, and other related information. Investors and others are encouraged to regularly review the information that Semler Scientific makes public via the website dashboard.

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Furnished Information

The information contained in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Information.

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Select Preliminary Unaudited Financial Information

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The select preliminary unaudited financial information and Bitcoin holdings for the third quarter ended September 30, 2025 reported under Item 2.02 is hereby incorporated by reference herein.

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Semler Scientific's financial closing procedures for the third quarter ended September 30, 2025, are not yet complete. The preliminary unaudited financial information presented are estimates based on information available to management as of the date of this current report on Form 8-K, have not been reviewed or audited by Semler Scientific's independent registered accounting firm, and are subject to change. It is possible that the final results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing procedures and/or the interim review process; changes in facts, circumstances and/or assumptions and/or developments in the interim. The preliminary unaudited financial information does not present all information necessary for a complete understanding of Semler Scientific's results for the third quarter ended September 30, 2025 and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.

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Business Operations Update; Revenue Guidance

Semler Scientific previously reported that it is experiencing and expects to continue to experience decreased usage of its QuantaFlo device due to the 2024 Medicare Advantage and Part D Final Rate Announcement issued by the Centers for Medicare and Medicaid Services, or CMS. While revenues have been gradually decreasing period over period in light of the CMS reimbursement landscape, a customer who represented more than 10% of revenue in each of the second and third quarters of 2025 has ceased use of its QuantaFlo devices. In light of this development, Semler Scientific now currently anticipates fourth quarter 2025 revenues will be at least 60% lower as compared to third quarter 2025 expected revenue. Further revenue declines over the quarter are anticipated as other customers cease use of QuantaFlo in light of the CMS reimbursement landscape as well as the recent settlement with the U.S. Department of Justice, or DOJ.

ATM Update

On April 15, 2025, Semler Scientific, entered into a Controlled Equity Offering^SM Sales Agreement with Barclays Capital Inc., Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC, pursuant to which it may issue and sell from time to time up to $500.0 million of its common stock in an at-the-market, or ATM, offering program. As of September 30, 2025, Semler Scientific has issued and sold 5,207,036 shares of its common stock for an aggregate net proceeds of approximately $203.8 million under this sales agreement. Total basic shares issued and outstanding as of September 30, 2025 were 15,142,195.

BTC Update

Between August 1, 2025 and September 30, 2025, Semler Scientific acquired 27 Bitcoins for $3.1 million with an average purchase price of $114,119 per Bitcoin, inclusive of fees and expenses, using proceeds from its ATM offering program. As of September 30, 2025, Semler Scientific held 5,048 Bitcoins, which were acquired for an aggregate of $479.0 million at an average purchase price of $94,877 per Bitcoin, inclusive of fees and expenses, and had a market value of $575.8 million based on the price of Bitcoin as reported on the Coinbase exchange as of 7:59 p.m. ET on such date. As of September 30, 2025, 315 BTC were segregated at Coinbase as loan collateral.

BTC Yield as a KPI

Semler Scientific's BTC Yield was 30.1% YTD through September 30, 2025. Semler Scientific uses BTC Yield as a KPI to help assess the performance of its strategy of acquiring Bitcoin in a manner Semler Scientific believes is accretive to stockholders. Semler Scientific believes this KPI can be used to supplement an investor's understanding of Semler Scientific's decision to fund the purchase of Bitcoin by issuing additional shares of its common stock or instruments convertible to common stock.