Effective September 10, 2025, Semler Scientific, Inc., or Semler Sci, entered into a settlement agreement with the Civil Fraud Section of the U.S. Department of Justice, or 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, Semler Sci agreed, among other things, to pay a settlement amount of $29.75 million, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, within 14 business days, $5.2 million of which, plus 17.5% of the interest amount, will be paid by the United States to the relators. In addition, Semler Sci agreed to pay $390,000 for attorneys’ fees and costs to relators’ counsel within seven business days. Upon receipt of the settlement amount, and subject to certain exceptions, Semler Sci is released from any civil or administrative monetary claims for the covered conduct. By entering into the settlement agreement, Semler Sci did not admit any wrongdoing in connection with the allegations raised.

Semler Sci currently intends to use cash from operations, along with proceeds from the sale of securities under its at-the-market, or ATM, equity offering program, and may also borrow under its previously disclosed Master Loan Agreement with Coinbase Credit Inc. as lender, and Coinbase Inc., together the Coinbase entities, to pay such amounts.