Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on March 19, 2023, Douglas Murphy-Chutorian notified
Semler Scientific, Inc., or Semler, that he intended to resign as chief
executive officer and that in connection therewith, Semler intended to enter
into a separation agreement to provide for certain severance and other
termination benefits in recognition of his years of service and contributions to
Semler. Accordingly, on April 1, 2023, Semler and Dr. Murphy-Chutorian entered
into a separation agreement and release, to provide for the following: (i)
$450,000 in severance payments payable monthly for 12-months commencing 30 days
after his last day of employment (which will be May 1, 2023); (ii) up to nine
months of COBRA reimbursement; (iii) the extension of his post-termination
exercise period to the original expiration date for his outstanding options, all
of which are fully vested; and (iv) Semler's agreement to enter into a warrant
repurchase agreement (the form of which was included with his separation and
release agreement). The form of warrant repurchase agreement will be entered
into on a date to be mutually agreed between Dr. Murphy-Chutorian and Semler but
prior to July 31, 2023, and provides that Semler will repurchase outstanding
warrants held by Dr. Murphy-Chutorian to acquire 16,875 shares of Semler's
common stock at $4.00 per share at a price to be based on the fair market value
of the underlying shares on the date of such warrant repurchase net of the
aggregate exercise price of the warrants (or $67,500). The Effective Date of the
separation agreement and release will be April 9, 2023, assuming neither party
revokes.
Semler intends to file a copy of Dr. Murphy-Chutorian's separation agreement and
release (including the form of warrant repurchase agreement) as an exhibit to
its Quarterly Report on Form 10-Q for the three months ended June 30, 2023.
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