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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2025
Commitments and Contingencies |
Commitments and Contingencies | 18.Commitments and Contingencies 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 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 has 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. ​ 401(K) plan ​ Effective January 1, 2022, the Company started to match 50% of employee’s 401(k) deferral up to a maximum of 6% of the employee’s eligible earnings. For the three-month periods ended September 30, 2025 and 2024, the Company matched $61 and $85, respectively. For the nine-month periods ended September 30, 2025 and 2024, the Company matched $229 and $219, respectively. ​ Litigation and other Contingencies From time to time in the normal course of business, the Company is subject to various legal matters, such as threatened or pending claims or litigation. Although the results of claims and litigation cannot be predicted with certainty, other than as set forth below, the Company does not believe it is a party to any claim or litigation the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on its results of operations or financial condition. Krishnamoorthy Class Action On August 29, 2025, a purported stockholder of the Company filed a lawsuit captioned Ravi Krishnamoorthy v. Semler Scientific, Inc., et al., No 5:25-cv-07303, in the U.S. District Court for the Northern District of California, against the Company and three current or former officers on behalf of a putative class of stockholders who purchased shares of the Company from March 10, 2021 to April 15, 2025. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and of Securities and Exchange Commission rules promulgated thereunder, challenging, among other things, the timing and extent of the Company’s public disclosure of a potential claim by the U.S. Department of Justice (“DOJ”) against the Company and subsequent negotiation of an agreement in principle to resolve the matter. The complaint seeks recovery of unspecified damages, interest, an award of the attorneys’ fees and costs. The Company denies any liability or misconduct and intends to vigorously defend the litigation. DOJ Settlement Effective September 10, 2025, the Company entered into a settlement agreement with the Civil Fraud Section of the DOJ, the U.S. Department of Health and Human Services, or HHS, and certain relators to settle all potential claims related to alleged civil violations of the False Claims Act pertaining to submissions of allegedly false claims to Medicare Part B for tests performed using the FloChec and QuantaFlo devices. Pursuant to the settlement agreement, the Company agreed, among other things, to pay a settlement amount of $29,750, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, within 14 business days, $5,200 of which, plus 17.5% of the interest amount, will be paid by the United States to the relators. In addition, the Company agreed to pay $390 for attorneys’ fees and costs to relators’ counsel within seven business days. Upon receipt of the settlement amount, and subject to certain exceptions, the Company is released from any civil or administrative monetary claims for the covered conduct. By entering into the settlement agreement, the Company did not admit any wrongdoing in connection with the allegations raised. The Company borrowed $20,000 under its previously disclosed Master Loan Agreement with Coinbase Credit Inc. to pay in full the DOJ settlement (See Note 16). In September 2025, the Company paid in full the agreed settlement amount of $29,750 along with $500 of accrued interest. In connection with the entry into the settlement agreement, the Company entered into a corporate integrity agreement with the Office of Inspector General (“OIG”) of HHS whereby the Company agreed to institute certain compliance and other measures relating to its sales practices, and provide reporting to OIG for a five-year period. ​ Merger-Related Litigation and Threatened Litigation ​ On October 14, 2025, a purported stockholder filed a complaint captioned Tran v. Semler Scientific, Inc., et al., CA No. 1:25-cv-12555 (N.D. Ill.) in the U.S. District Court for the Northern District of Illinois against the Company and four members of its board of directors alleging violations of Sections 14(a) and 20(a) of the Exchange Act in connection with disclosures relating to the proposed merger with Strive. The complaint seeks injunctive relief, recission, unspecified damages, and an award of attorneys’ fees and costs. The Company denies any liability or misconduct and intends to vigorously defend the litigation. ​ Other purported stockholders have submitted demand letters concerning the merger disclosures, but no additional lawsuits have been filed as of the date these financial statements are issued.

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