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Private company

Semler Scientific, Inc.

In its 2025 annual report the company says: “We are a company developing and marketing technology products and services that assist our customers in evaluating and treating chronic diseases. We also invest in bitcoin and have adopted bitcoin as our primary treasury reserve asset. Our healthcare technology solutions business is our predominant operational focus, providing cash flows and enabling us to pursue our bitcoin strategy.”4 It is headquartered in Campbell, United States.2

Last updated Oct 21, 2026.

Overview

  • IndustryElectromedical & Electrotherapeutic Apparatus2
  • HeadquartersCampbell, United States2
  • Incorporated inDE3
  • Business address51 E Campbell Ave, Suite 107-D, Campbell, Ca 950083
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300ZHL16S29QTW4852
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 54040392

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We are a company developing and marketing technology products and services that assist our customers in evaluating and treating chronic diseases. Our patented and FDA cleared product, QuantaFlo, measures arterial blood flow in the extremities to aid in the diagnosis of PAD. We also invest in bitcoin and have adopted bitcoin as our primary treasury reserve asset. As an operating business, we use cash flows as well as proceeds from equity and debt financings to accumulate bitcoin. Our healthcare technology solutions business is our predominant operational focus, providing cash flows and enabling us to pursue our bitcoin strategy.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

37.2%Operating margin5
72.7%Net margin5
-17.4%Revenue growth, 20245
17.7%Return on equity5
$24.4MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue8¢$4.8M
  • Research and development8¢$4.8M
  • Income tax12¢$7.0M
  • Profit71¢$40.9M

Out of $56.3M in revenue.5

Where each dollar of operating cash went, fiscal 2024

  • Capital spending0¢$51.0K
  • Kept or used elsewhere100¢$24.4M

Out of $24.4M of cash from operations.5

Financial statements

Revenue6789105$56.3M in 2024+162% since 2018
0$20.0M$40.0M$60.0M$80.0M2018: $21.5M$21.5M20182019: $32.8M$32.8M2019+52%2020: $38.6M$38.6M2020+18%2021: $53.0M$53.0M2021+37%2022: $56.7M$56.7M2022+7%2023: $68.2M$68.2M2023+20%2024: $56.3M$56.3M2024−17%
Operating income6789105$20.9M in 2024+292% since 2018
0$10.0M$20.0M$30.0M2018: $5.3M$5.3M20182019: $10.7M$10.7M2019+100%2020: $16.0M$16.0M2020+49%2021: $19.4M$19.4M2021+22%2022: $17.2M$17.2M2022−12%2023: $22.3M$22.3M2023+29%2024: $20.9M$20.9M2024−6%
Net income6789105$40.9M in 2024+716% since 2018
0$20.0M$40.0M$60.0M2018: $5.0M$5.0M20182019: $15.1M$15.1M2019+201%2020: $14.0M$14.0M2020−7%2021: $17.2M$17.2M2021+23%2022: $14.3M$14.3M2022−17%2023: $20.6M$20.6M2023+44%2024: $40.9M$40.9M2024+99%
Fiscal year2018201920202021202220232024
Revenue$21.5M6$32.8M7$38.6M8$53.0M9$56.7M10$68.2M10$56.3M5
Cost of revenue$2.7M6$3.7M7$3.4M8$6.1M9$4.3M10$7.0M5$4.8M5
Research and development$4.4M10$5.8M5$4.8M5
Operating expenses$33.6M9$39.5M10$45.9M5$35.4M5
Operating income$5.3M6$10.7M7$16.0M8$19.4M9$17.2M10$22.3M5$20.9M5
Interest$59.0K14
Income before tax$19.5M9$17.7M10$24.1M5$47.9M5
Income tax$26.0K6-$4.4M7$2.5M8$2.2M9$3.4M10$3.5M5$7.0M5
Net income$5.0M6$15.1M7$14.0M8$17.2M9$14.3M10$20.6M5$40.9M5
Earnings per share$0.826$2.347$2.138$2.569$2.1310$3.065$5.665
Earnings per share (diluted)$0.666$1.887$1.748$2.129$1.7910$2.635$5.135
Shares (weighted, basic)6.7M shares96.7M shares106.7M shares57.2M shares5
Shares (weighted, diluted)8.1M shares98.0M shares107.8M shares58.0M shares5

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Corporate structure

Semler Scientific, Inc. is part of a group headed by Strive, Inc.. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Semler Scientific, Inc.

  • Strive, Inc. Carson City, Nevada, United States
    • Semler Scientific, Inc. Campbell, California, United States
    • CardioVanta, Inc. Subsidiary · Delaware, United States
    • Clinivanta, LLC Subsidiary · Delaware, United States
    • Strive Asset Management, LLC Subsidiary · Ohio, United States
    • Strive Enterprises, Inc. Subsidiary · Ohio, United States
    • Strive Operating, LLC Subsidiary · Ohio, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Semler Scientific, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$65.0K5 Dec 31, 2024$150.0K5 Dec 31, 2023−56.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.8M5 Dec 31, 2024$57.2M5 Dec 31, 2023−84.6%
Long-term investments$512.0K5 Dec 31, 2024$512.0K5 Dec 31, 20230%

Inventory

ItemLatestA year beforeChange
Inventory, total$358.0K5 Dec 31, 2024$445.0K5 Dec 31, 2023−19.6%

Properties, in its own words

Because we outsource our manufacturing to “turn-key” manufacturers and have a geographically dispersed sales force and distributor arrangement, we have minimal needs for office space to conduct our day-to-day business operations. Our headquarters are located in Santa Clara, CA, where we lease an operations fulfillment space that also serves as our corporate headquarters address.

Item 2 of the 10-K filed Feb 28, 2025.4

Leadership

Who has led Semler Scientific, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Douglas Murphy-Chutorian2014–now

President

  1. Robert McRae2014–2015

Chief financial officer

  1. Renae Cormier2023–2025
  2. Douglas Murphy-Chutorian2025–now

Chief operating officer

  1. Robert McRae2014–2015
201520202025
Board members and other officers (16)

Timeline

  1. Jan 16, 20268-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale35
  2. Jan 13, 20268-K Shareholder vote36
  3. Dec 12, 20258-K Exit or restructuring costs; Other events37
  4. Nov 14, 20258-K Other events38
  5. Nov 12, 20258-K Regulation FD disclosure; Other events39
  6. Nov 10, 20258-K Other events40
  7. Nov 6, 20258-K Other events41
  8. Oct 17, 20258-K Executive or director change42
  9. Oct 3, 20258-K Results of operations; Regulation FD disclosure; Other events43
  10. Sep 26, 20258-K Entered a material agreement; New debt or obligation; Other events44
  11. Sep 24, 20258-K Other events45
  12. Sep 22, 20258-K Other events46
  13. Feb 20, 2014New chief executive Douglas Murphy-Chutorian becomes CEO15
  14. Sep 24, 2013Founded Semler Scientific, Inc. is founded2

Calendar

When it reported results

  1. Oct 3, 2025Reported quarterly or annual results43
  2. Aug 4, 2025Reported quarterly or annual results47
  3. Jul 17, 2025Reported quarterly or annual results48
  4. Jul 7, 2025Reported quarterly or annual results49
  5. May 13, 2025Reported quarterly or annual results50
  6. Apr 15, 2025Reported quarterly or annual results51
  7. Feb 18, 2025Reported quarterly or annual results52
  8. Jan 23, 2025Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

291 filings to the SEC since October 2021: 4 annual reports, 13 quarterly reports, 74 major events, 78 insider forms, 37 large holders, 85 other. The latest 20:

  1. May 11, 2026SCHEDULE 13G/A EDGAR
  2. Feb 11, 2026SCHEDULE 13G EDGAR
  3. Jan 26, 202615-12G EDGAR
  4. Jan 21, 2026EFFECT EDGAR
  5. Jan 21, 2026EFFECT EDGAR
  6. Jan 16, 20268-K EDGAR
  7. Jan 16, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Jan 16, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Jan 16, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Jan 16, 20264 OWNERSHIP DOCUMENT EDGAR
  11. Jan 16, 20264 OWNERSHIP DOCUMENT EDGAR
  12. Jan 16, 2026SCHEDULE 13D/A EDGAR
  13. Jan 16, 2026SCHEDULE 13D/A EDGAR
  14. Jan 16, 2026S-8 POS EDGAR
  15. Jan 16, 2026S-8 POS EDGAR
  16. Jan 16, 2026S-8 POS EDGAR
  17. Jan 16, 2026S-8 POS EDGAR
  18. Jan 16, 2026S-8 POS EDGAR
  19. Jan 16, 2026S-8 POS EDGAR
  20. Jan 16, 2026POS AM EDGAR

The 291 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

24 open-market trades by officers, directors and large owners since October 2021: 4 buys and 20 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 17, 2025Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale70,406$20.21$1.4MForm 4
Aug 25, 2025Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale28,604$30.54$873.6KForm 4
Dec 11, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale25,000$62.24$1.6MForm 4
Dec 10, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale75,000$60.12$4.5MForm 4
Nov 7, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale50,000$37.93$1.9MForm 4
Nov 7, 2024SEMLER ERICDirectorBuy50,000$37.93$1.9MForm 4
Aug 29, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale10,101$28.34$286.3KForm 4
Aug 29, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale10,000$28.35$283.5KForm 4
Aug 28, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale780$28.32$22.1KForm 4
Aug 28, 2024Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale780$28.32$22.1KForm 4
Sep 13, 2023SEMLER ERICDirectorBuy26,868$28.11$755.3KForm 4
Sep 12, 2023SEMLER ERICDirectorBuy25,903$27.70$717.5KForm 4
Sep 11, 2023SEMLER ERICDirectorBuy25,000$26.98$674.5KForm 4
Feb 28, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$72.64$145.3KForm 4
Feb 22, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$70.21$140.4KForm 4
Feb 15, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$76.04$152.1KForm 4
Feb 7, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$78.72$157.4KForm 4
Feb 1, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$76.53$153.1KForm 4
Jan 24, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$72.35$144.7KForm 4
Jan 18, 2022Murphy-Chutorian DouglasCEO, interim CFO and DirectorSale2,000$76.68$153.4KForm 4

All 24 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Douglas Murphy-Chutorian, M.D. Director and chief executive officer71$450.0K$1.1M68
2024Renae Cormier Chief financial officer53$374.4K$730.9K68
2023Douglas Murphy-Chutorian, M.D. Director and chief executive officer71$488.5K$928.9K68
2023Renae Cormier Chief financial officer53$273.7K$524.9K68

SEC filer profile

How Semler Scientific, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSemler Scientific, Inc.1
  • CIK0001554859
  • Employer ID (EIN)26-13673934
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3845 Electromedical & Electrotherapeutic Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address51 E Campbell Ave, Suite 107-D, Campbell, CA 950081
  • Phone87777442111
  • Shares outstanding15,159,895 as of Nov 7, 202513
  • Public float$164.9M as of Jun 30, 20244
  • AuditorBDO USA, P.C., New York, NY PCAOB ID 243; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceOct 10, 20131
  • Filings871 in all: 425 (250), 4 (222), 8-K (136), 10-Q (36), SC 13D/A (25), 3 (23), SC 13G/A (16), 10-K (11)1
    All 50 form types

    DEF 14A (11), SC 13G (11), CORRESP (10), 4/A (9), SCHEDULE 13G (8), SCHEDULE 13G/A (8), 144 (7), DEFA14A (6), S-8 (6), S-8 POS (6), UPLOAD (6), ARS (5), EFFECT (5), S-1/A (5), FWP (4), SC 13D (4), 8-K/A (3), PRE 14A (3), S-3/A (3), 144/A (2), 25-NSE (2), 424B5 (2), 5 (2), 8-A12B (2), POS AM (2), S-1 (2), S-3 (2), SCHEDULE 13D/A (2), 10-K/A (1), 10-Q/A (1), 15-12G (1), 3/A (1), 424B4 (1), 5/A (1), CERT (1), CERTNAS (1), D (1), DEF 14C (1), DEFM14A (1), DEFR14A (1), DRS (1), RW (1)

  • Latest filingsAnnual report (10-K) Feb 28, 2025
    Quarterly report (10-Q) Nov 12, 2025
    Proxy statement (DEF 14A) Jul 17, 2025
    Latest 8-K (8-K) Jan 16, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valueSMLRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 28, 2025 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Semler Scientific, Inc. names in Item 1A of its 10-K filed Feb 28, 2025: 73 risks under these headings, as written.4

  • Risks Related to Our Business
  • If we do not successfully implement our healthcare solutions strategy, our business and results of operations will be adversely affected.
  • We predominantly market only one FDA-cleared vascular testing product; it may not achieve broad market acceptance or be commercially successful. We may also fail to generate meaningful benefit from our recent investments in other companies developing complementary products or distribution agreements for complementary products.
  • Physicians and other customers may not widely adopt our products unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of our products provides a safe and effective alternative to other existing ABI devices.
  • If healthcare providers are unable to obtain adequate coverage and reimbursement either for procedures performed using our product or patient care incorporating the use of our product, our product might have difficulty gaining widespread acceptance.
  • QuantaFlo is not specifically approved for reimbursement under any third-party payor codes; if third-party payors refuse to reimburse our customers for their use of our product, it could have a material adverse effect on our business.
  • We rely heavily upon the talents of a small number of key personnel, the loss of whom could severely damage our business.
  • We rely on a small number of employees in our direct sales force and face challenges and risk in managing and maintaining our distribution network and the parties who make up that network.
  • To adequately commercialize our products and any new products we add, we may need to increase our sales and marketing network, which will require us to hire, train, retain and supervise employees and other independent contractors.
  • We do not require our customers to enter into long-term licenses or maintenance contracts for our products or services and may therefore lose customers on short notice.
  • We are exposed to risk as a significant portion of our revenues and accounts receivables are with a limited number of customers.
  • We rely on a small number of independent suppliers and facilities for the manufacturing of QuantaFlo. Any delay or disruption in the supply of the product or facility may negatively impact our operations.
The other 62 risks
  • We will need to generate significant revenues to remain profitable.
  • Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basis.
  • One of our business strategies is developing or distributing additional products and service offerings that allow healthcare providers to deliver cost-effective wellness programs and receive increased compensation for their services. The development or distribution of new products and service offerings involves time and expense and we may never realize the benefits of this investment.
  • We have used our cash resources to invest in other companies, and there is no guarantee that we will be repaid on maturity nor realize any other expected benefits from such investments, which could harm our business.
  • Risks Related to Our Legal and Regulatory Environment
  • The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance process.
  • We may rely on third parties to support certain aspects of our clinical trials and regulatory processes. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory clearance or approval or commercialize our products, and our business could be substantially harmed.
  • If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.
  • Although part of our business strategy is based on payment provisions enacted under government healthcare reform, we also face significant uncertainty in the industry regarding the implementation, transformation or repeal and replacement of the Health Care Reform Law.
  • We are subject to various healthcare fraud and abuse laws and regulations, and at risk that DOJ will file a complaint or complaint in intervention in a civil False Claims Act lawsuit seeking damages for tests performed using our device, which would adversely affect our business. A civil suit by DOJ also exposes us to risk of other litigation.
  • We have had material weaknesses in our internal control over financial reporting. Although we have remediated our prior material weaknesses, if we identify additional material weaknesses in the future, or if our former material weaknesses recur, it could have an adverse effect on our company.
  • Risks Related to Our Intellectual Property
  • Our success largely depends on our ability to obtain and protect the proprietary information on which we base our product.
  • We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Risks Related to Our Bitcoin Treasury Strategy and Holdings
  • Our bitcoin treasury strategy exposes us to various risks associated with bitcoin.
  • Bitcoin is a highly volatile asset.
  • Bitcoin does not pay interest or dividends.
  • Our bitcoin holdings may significantly impact our financial results and the market price of our common stock.
  • Our bitcoin treasury strategy has not been tested over an extended period of time or under different market conditions.
  • We are subject to counterparty risks, including in particular risks relating to our custodians.
  • The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
  • Changes in our ownership of bitcoin could have accounting, regulatory and other impacts.
  • Changes in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results.
  • Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our common stock.
  • Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
  • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.
  • The availability of spot bitcoin ETPs may adversely affect the market price of our common stock.
  • Our bitcoin treasury strategy subjects us to enhanced regulatory oversight.
  • Due to the currently unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.
  • The concentration of our bitcoin holdings enhances the risks inherent in our bitcoin treasury strategy.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our financial condition and results of operations.
  • Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
  • We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin.
  • Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the 1940 Act and could adversely affect the market price of bitcoin and the market price of our common stock.
  • We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
  • Our bitcoin treasury strategy exposes us to risk of non-performance by counterparties.
  • Our custodially-held bitcoin may become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings.
  • A temporary or permanent blockchain “fork” to bitcoin or other crypto assets could adversely affect our business.
  • The due diligence procedures conducted by us and our liquidity provider to mitigate transaction risk may fail to prevent transactions with a sanctioned entity.
  • Risks Related to Our Indebtedness
  • Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.
  • We may not have the ability to raise the funds necessary to settle conversions of the notes in cash or to repurchase the notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.
  • Certain provisions in the indenture governing the notes may delay or prevent an otherwise beneficial takeover attempt of us.
  • The conditional conversion feature of the notes, if triggered, may adversely affect our financial condition and operating results.
  • Conversion of the notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
  • The capped call transactions may affect the value of the notes and our common stock.
  • We are subject to counterparty risk with respect to the capped call transactions.
  • Risks Related to Our Common Stock
  • Our executive officers, directors and significant stockholders, if they choose to act together, have the ability to substantially influence the outcome of all matters submitted to stockholders for approval.
  • Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
  • Our amended and restated bylaws designate exclusive forums for the adjudication of certain disputes, which could limit our stockholders’ ability to bring claims in a judicial forum it finds favorable for disputes with us or our directors, officers, or employees.
  • The price of our common stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
  • Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
  • General Risk Factors
  • Because we operate in an industry with significant product liability risk, and we may not be sufficiently insured against this risk, we may be subject to substantial claims against our product or services that we may provide.
  • We may implement a product recall or voluntary market withdrawal or stop shipment of our product due to product defects or product enhancements and modifications, which would significantly increase our costs.
  • If we fail to properly manage our operations, our business could suffer.
  • An information security incident, including a cybersecurity breach, could have a negative impact on our business or reputation.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations.
  • Fluctuations in insurance cost and availability could adversely affect our profitability or our risk management profile.
  • Disruptions at the FDA, the SEC and other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.
  • We operate in an intensely competitive and rapidly changing business environment, and there is a substantial risk our products or service offerings could become obsolete or uncompetitive.
  • Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates.
  • We are currently a “smaller reporting company,” and the reduced disclosure requirements applicable to such companies may make our common stock less attractive to investors.

Legal proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

In July 2017, we received an initial civil investigative demand, or CID, from the DOJ pursuant to the federal False Claims Act investigating whether we and others may have violated the False Claims Act by marketing tests on devices that use photoplethysmography technology as reimbursable by Medicare in alleged contravention of applicable laws and regulations. We cooperated with the investigation, along with subsequent CIDs received in February 2019, December 2021, April 2022 and April 2023 addressed to our company or individual current or former employees related to the same investigation. In September 2024, DOJ shared certain information to which we responded in January and February 2025. On February 6, 2025, DOJ asked if we wished to engage in settlement discussions to resolve any potential claims by February 11, 2025 and if so that we make a settlement offer by such deadline. Prior to February 6, 2025, DOJ had not stated an intention to pursue a claim of wrongdoing against our company. On February 11, 2025, we began initial settlement discussions with DOJ, but ceased initial discussions on that date. Accordingly, there is a risk that DOJ will file a complaint or complaint in intervention in a civil False Claims Act lawsuit seeking damages. We do not believe the amount of loss can be reasonably estimated. We intend to vigorously defend ourselves in any such action.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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