Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Semler Scientific, Inc.
(the “Company”) received a deficiency notice (the “Notice”), dated August 11, 2015, from the Nasdaq Stock
Market (“NASDAQ”) notifying it that, as of June 30, 2015, the Company’s reported stockholders’ equity of
$1,698,000 did not meet the $2,500,000 minimum required to maintain continued listing as set forth in NASDAQ Rule 5550(b)(1) (the
“Rule”), and that as of August 10, 2015, the Company did not meet the alternative requirements of market value of listed
securities or net income from continuing operations. In accordance with NASDAQ Rule 5810(c)(2), the Company was given 45 days from
the date of the Notice, or until September 25, 2015, to submit to NASDAQ a plan to regain compliance with the continued listing
requirements. On September 18, 2015, the Company submitted its plan to regain compliance with the continued listing requirements.
By letter dated October 15, 2015, the Company was given until February 8, 2016, to regain compliance with the Rule.
On February 9, 2016, the Company received a Staff
Determination Letter (the “Letter”) from NASDAQ notifying it that the Company had not regained compliance with the
Rule. The Letter also stated that the Company’s securities would be scheduled for delisting and would be suspended at the
opening of business on February 18, 2016 unless the Company requested an appeal of the decision to the Hearings Panel (the “Panel”).
The Company requested, and was granted, a hearing before the Panel, which was held on March 31, 2016. This hearing automatically
stayed the delisting of the Company’s common stock pending the issuance of a determination by the Panel.
On April 8, 2016, the Company received a determination
letter from the Panel notifying the Company that its request for continued listing was granted, subject to two conditions: (1)
on or before May 16, 2016, the Company was to provide the Panel with an update on its progress toward compliance, in particular
the status of a Form S-1 filing and prospectus for public offering; and (2) on or before August 8, 2016, the Company was to publicly
announce and inform the Panel that it has stockholders’ equity above $2.5 million and provide the Panel with certain updated
financial information.
On August 9, 2016, the Company received a determination
letter from the Panel notifying the Company that its common stock will be delisted from NASDAQ and that suspension of trading in
the shares will be effective at the open of business on August 11, 2016. The determination letter also indicated that NASDAQ would
complete the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission, after applicable
appeals periods have lapsed. The delisting becomes effective ten days after the Form 25 is filed.
On August 11, 2016, the Company issued a press
release announcing the delisting of the Company’s common stock. Such press release is included as Exhibit 99.1 and is incorporated
by reference herein.