UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A
Amendment No. 1



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended: December 31, 2014



Or



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934
|- | -----------------------------------------------------------------------------------------



For the transition period from: _____________
to _____________



SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its
charter)



|Delaware                          | 001-36305    | 26-1367393         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)



2330 NW Everett St.

Portland, Oregon 97210

(Address of Principal Executive Office) (Zip
Code)



(877) 774-4211

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class            |  | Name of each exchange on which registered
|------------------------------ |  | -----------------------------------------
|Common Stock, $0.001 par value |  | The NASDAQ Capital Market                
|                               |  |                                          

Securities registered pursuant to Section
12(g) of the Act:



(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

o  Yes  x  No



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.



o  Yes  x  No



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



x
 Yes  o  No



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).



x
 Yes  o No



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.



x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.



|Large accelerated filer | o | Accelerated filer         | o
|----------------------- | - | ------------------------- | -
|                        |   |                           |  
|Non-accelerated filer   | o | Smaller reporting company | x



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).   o Yes   x No



The aggregate market value of the voting and non-voting stock held
by non-affiliates of the registrant was approximately $10,971,919 as of June 30, 2014, the last business day of the registrant’s
most recently completed second fiscal quarter.



The number of shares of the registrant’s common stock outstanding
as of February 12, 2015 was 4,716,017.



DOCUMENTS INCORPORATED BY REFERENCE



None.


















EXPLANATORY NOTE



Semler Scientific, Inc. is filing this Amendment No. 1 to Form 10-K
on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities
and Exchange Commission, or SEC, on February 13, 2015. The purpose of this Form 10-K/A is solely to disclose the information required
in Part III (Items 10, 11, 12, 13 and 14) of the Form 10-K, which information was previously omitted from the Form 10-K in reliance
on General Instruction G(3) to Form 10-K. Accordingly, we hereby amend and replace in its entirety Part III of the Form 10-K.



Except as described above, this Form 10-K/A does not amend any other
information set forth in the Form 10-K, and we have not updated disclosures included therein to reflect any subsequent events.
This Form 10-K/A should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent to the Form 10-K.











TABLE OF CONTENTS



|           |                                                                                                | Page
|---------- | ---------------------------------------------------------------------------------------------- | ----
|           |                                                                                                |     
|PART III   |                                                                                                | 1   
|           |                                                                                                |     
|ITEM 10.   | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 1   
|           |                                                                                                |     
|ITEM 11.   | EXECUTIVE COMPENSATION                                                                         | 6   
|           |                                                                                                |     
|ITEM 12.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 10  
|           |                                                                                                |     
|ITEM 13.   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 12  
|           |                                                                                                |     
|ITEM 14.   | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 14  
|           |                                                                                                |     
|ITEM 15.   | EXHIBITS FINANCIAL STATEMENT SCHEDULES                                                         | 15  
|           |                                                                                                |     
|SIGNATURES |                                                                                                |     






Table of Contents




PART III



ITEM 10.     DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE



Board of Directors and Executive Officers



The following are our directors and executive
officers and their respective ages and positions as of April 28, 2015:



|Name                                     |  | Age |  | Position                             |  | Director Since |  | Term Expires
|---------------------------------------- |  | --- |  | ------------------------------------ |  | -------------- |  | ------------
|Herbert J. Semler, M.D.                  |  | 86  |  | Chairman of the Board                |  | November 2007  |  | 2015        
|Douglas Murphy-Chutorian, M.D.           |  | 60  |  | Chief Executive Officer and Director |  | September 2012 |  | 2015        
|Robert G. McRae                          |  | 46  |  | Chief Operating Officer              |  | N/A            |  | N/A         
|James M. Walker                          |  | 66  |  | Chief Financial Officer              |  | N/A            |  | N/A         
|Bruce J Barclay                          |  | 58  |  | Director                             |  | May 2014       |  | 2015        
|Aidan M. Collins                         |  | 52  |  | Director                             |  | July 2014      |  | 2015        
|Greg S. Garfield                         |  | 52  |  | Director                             |  | November 2013  |  | 2015        
|Arthur “Abbie” Leibowitz, M.D., F.A.A.P. |  | 68  |  | Director                             |  | June 2014      |  | 2015        
|Wayne T. Pan, M.D., Ph.D.                |  | 51  |  | Director                             |  | May 2014       |  | 2015        
|Shirley L. Semler                        |  | 79  |  | Director                             |  | November 2007  |  | 2015        



Herbert J. Semler, M.D.— Dr.
Herbert J. Semler co-founded Semler Scientific, Inc. in 2007 and has served as chairman of the board of directors since that time.
Dr. Semler also served as our chief executive officer until October 31, 2012. Over his 45 years of medical practice, Dr. Semler
has developed, manufactured, and marketed products for three cardiovascular companies. As a board certified cardiologist, Dr. Semler
holds multiple patents and patent applications for cardiovascular products. He has experience with Holter monitoring, telemedicine,
cardiac telemetry, pacemaker surveillance, cardiac event monitoring, including development of the “King of Hearts”
device. Dr. Semler also invented a femoral vascular hemostatic device, which has been used on over fifteen million patients. Dr.
Semler has had a distinguished career in medicine including the following accomplishments: he has served as Professor of Cardiology
at Oregon Health Sciences University where he founded and funded The Dr. Herbert and Shirley Semler Cardiovascular Institute; he
is a Fellow of the American College of Cardiology, American College of Physicians, Society of Cardiac Interventions and Angiography,
and the American Heart Association; and he has published over 90 articles in the field of cardiovascular medicine. Dr. Semler is
also the chairman of the Shirley & Herbert Semler Foundation and until March 2008 was the chairman of Advanced Vascular Dynamics.
Dr. Semler is currently the chief executive officer of Semler Health Perks, Inc., a private medical consumer software applications
company founded by Dr. Semler in October 2012. Dr. Semler is the husband of our director and co-founder, Shirley L. Semler. Dr.
Semler’s extensive experience in the fields of cardiology and medical device companies, and his experience and knowledge
as a founder and executive of our company qualify him to be a director of our company.



Douglas Murphy-Chutorian, M.D.— Dr.
Douglas Murphy-Chutorian has served as a member of our board of directors since September 2012 and as our chief executive officer
since October 31, 2012. Dr. Murphy-Chutorian has had broad, diverse career experience in healthcare over the past 30 years, stretching
from clinician, academician, inventor, entrepreneur, chief executive officer, chairman of the board, and consultant to financial
firms. Since April 15, 2005, he has been managing director of Select Healthcare Capital, LLC. Dr. Murphy-Chutorian is a named inventor
on more than 30 patents, and has guided more than 50 products through various regulatory approval processes. His business career
has included extensive involvement in all facets of the medical industry from financial, research and development, manufacturing,
marketing and sales, regulatory, reimbursement, and clinical trials. His breadth of healthcare experience includes all major sectors
of the industry: medical devices, health services, pharmaceuticals, biotechnology and managed care. He received his B.A. and M.D.
from Columbia University. He completed his internal medicine residency at New York University/Bellevue Medical Center and his fellowship
in cardiology at Stanford University Medical Center. He has served as a faculty member in interventional cardiology at both Stanford
and Montefiore Medical Center. Dr. Murphy-Chutorian’s experience as a cardiologist, inventor and executive qualify him to
be a director of our company.



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Robert G. McRae — Mr.
Robert G. McRae has served as our chief operating officer since November 2010. Mr. McRae is a seasoned executive experienced in
the medical device industry, specifically in growing early stage companies. As chief operating officer, he has been responsible
for all operational aspects of the company. From April 2010 until joining our company, Mr. McRae was the principal consultant of
McRae Consulting. From March 2008 to April 2010, Mr. McRae was vice president, research and business development for Bacchus Vascular,
Inc. He was part of the diligence, eventual acquisition, and subsequent integration of Bacchus Vascular into Covidien, Inc. From
2002 to 2007, Mr. McRae held several different positions with VNUS Medical, including heading manufacturing, research and development,
and business development. Mr. McRae built the infrastructures and teams that supported VNUS’ growth from a start-up, through
a successful initial public offering. Prior to VNUS, Mr. McRae worked at Stryker Endoscopy. Prior to his medical device experience,
Mr. McRae held various positions in the U.S. Navy for a period of six years. Mr. McRae earned an M.B.A. from Santa Clara University
and a B.S.M.E. from San Jose State University.



James M. Walker— Mr. James
M. Walker has served as our chief financial officer and principal accounting officer since June 18, 2014 pursuant to a consulting
agreement with The Brenner Group. Mr. Walker is a seasoned Silicon Valley executive with over 25 years of executive management
experience in various technology fields as chief financial officer, chief operating officer and chief executive officer, including
as chief financial officer for three public companies. Mr. Walker is currently employed by The Brenner Group, Inc., a management
services firm. Mr. Walker previously served as chief financial officer for Spigit, Inc., a social media software company from August
2012 to February 2014. From January 2012 and August 2012 Mr. Walker was employed by The Brenner Group. During his earlier association
with The Brenner Group, Mr. Walker served as chief financial officer of Sierra Photonics, Inc. and Wikipad Inc. From December 2004
to December 2010, Mr. Walker also served as president and chief executive officer of Alara, Inc., a medical device company, and
prior to that he held chief financial officer positions with AlphaSmart, Inc., provider of technology solutions for the education
market; Rivio, Inc., a provider of web-based services to small businesses; and Diamond Multimedia Systems, Inc., a supplier of
multimedia subsystems to the personal computer industry. Mr. Walker holds an M.B.A. from Santa Clara University and a B.S. in mathematics
from San Jose State University.



Bruce J Barclay — Mr. Bruce
J Barclay has served as a member of our board of directors since May 2014. Mr. Barclay has over 35 years of experience in the healthcare
industry, with nearly 15 years of that leading medical device companies. From 2010 to 2014 Mr. Barclay was president and chief
executive officer, and a member of the board of directors, of Hansen Medical (NASDAQ: HNSN), a developer, manufacturer and global
seller of intravascular robotics. From 2005 to 2010 he was president and chief executive officer, and a member of the board of
directors, of SurModics (NASDAQ: SRDX), a provider of drug delivery and surface modifications technologies to the healthcare industry,
having previously served as its president and chief operating officer from 2003 to 2005. Prior to joining SurModics, from 2000
to 2003, Mr. Barclay served as president and chief executive officer and a member of the board of directors of Vascular Architects,
a medical device company that developed, manufactured and sold products to treat peripheral vascular disease. Prior to Vascular
Architects, he was an officer and senior vice president of Guidant Corporation from 1994 to 2000. Before Guidant he held several
positions of increasing responsibility at Eli Lilly and Company from 1978 to 1994. Mr. Barclay received a J.D. from Indiana University
School of Law, and a B.S. in Chemistry and a B.A. in Biology, both from Purdue University. He is also a registered patent attorney.
Mr. Barclay’s extensive record of high achievement in managing research, product development, operations, as well as domestic
and international commercial teams in multiple markets and his deep knowledge of the medical device industry qualify him to be
a director of our company.



Aidan M. Collins — Mr.
Aidan M. Collins has served as a member of our board of directors since July 2014. Mr. Collins currently serves as the chief executive
officer and founder of ControlMetric, Inc., a consulting and software company focused on bringing data-driven, fact-based approaches
to operational risk management. Mr. Collins is responsible for all aspects of company operations, including business development,
marketing and external relations. Prior to ControlMetric, Mr. Collins served as a partner at Bain & Company, from 2007 to 2010,
where he led client relationships and consulting projects covering a range of strategic and operations issues, including IT strategy,
cost reduction, post-merger integration and operations improvement. From 2004 to 2007, Mr. Collins was a partner in the advisory
services practice at PricewaterhouseCoopers LLP, where he was a leader in the information technology effectiveness and healthcare
payer practices in Northern California. Prior to that, Mr. Collins served as the senior vice president, sales and marketing in
the healthcare group at Perot Systems, from 2002 to 2004, where he was responsible for leading sales and business development efforts
for large healthcare organizations nationwide, focused on selling business process and technology outsourcing services to large
healthcare payers. From 1992 to 2002, Mr. Collins served as partner with the enterprise risk services group at Deloitte & Touche
LLP, where his responsibilities included leading the firm’s national practice related to the Health Insurance Portability
and



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Accountability Act, or HIPAA, and the information security services
practice in Northern California and Hawaii. Mr. Collins holds an M.B.A. from The Wharton School, University of Pennsylvania, an
M.H.A. from the University of North Carolina at Chapel Hill and a B.E. from University of Limerick in Ireland. We believe Mr. Collins’
extensive leadership and business experience qualify him to be a director of our company.



Greg S. Garfield — Mr.
Greg S. Garfield has served as a member of our board of directors since November 2013. Mr. Garfield serves as a director on the
boards of a number of private companies in the healthcare industry. From 2006 to 2011, he had various roles at Acclarent, Inc.,
a medical technology company, including chief operating officer. Acclarent, Inc. was acquired by Johnson and Johnson at a valuation
of approximately $800 million cash in January 2010. From 1995 to 2006, Mr. Garfield had various roles at Guidant Corporation,
a medical technology company. Guidant was acquired by Boston Scientific Corporation in 2006 at a valuation of approximately $27
billion in cash and stock. Mr. Garfield has a J.D. from McGeorge School of Law, University of the Pacific and a B.S. from California
Polytechnic State University. We believe Mr. Garfield’s significant business experience at other medical technology companies
qualifies him to be a director of our company.



Arthur “Abbie” Leibowitz,
M.D., F.A.A.P. — Dr. Arthur “Abbie” Leibowitz has served as a member of our board of directors since
June 2014. Dr. Leibowitz has over 40 years of experience in healthcare, with more than 25 years in leading positions with several
healthcare companies. Since 2001, Dr. Leibowitz has been co-founder, chief medical officer and executive vice president at Health
Advocate, Inc., a health advocacy and assistance company that provides support and helps consumers navigate the healthcare system.
In June 2014, Health Advocate became a wholly owned subsidiary of the West Corportation, a publicly traded telecommunications and
health services company. Health Advocate’s clients include more than 10,000 small, medium, and large sized companies, not-for-profit
organizations and associations, schools, colleges and universities, unions, health plans, and third party administrators across
the United States. Prior to his role at Health Advocate, Dr. Leibowitz served as executive vice president of digital health strategies
and a member of the board of directors at Medicologic, Inc., where he was responsible for developing healthcare data, information
services and strategies targeted at users of the company’s electronic medical record system, as well as data customers including
payors, pharmaceutical companies, employers, regulatory and government agencies. Dr. Leibowitz served as vice president, medical
delivery systems and chief medical officer at Aetna U.S. Healthcare, from 1996 to 2000, where he directed medical affairs and policies
for one of the largest health benefits companies in the nation. In this role he was responsible for clinical policy development,
technology assessment, patient management activities, and quality improvement programs. From 1993 to 1996, Dr. Leibowitz was the
vice president, health delivery, corporate medical director at U.S. Healthcare, where he coordinated the expansion of medical programs
regionally into eight new markets. Dr. Leibowitz had also served as vice president, health delivery, and a network medical director
at U.S. Healthcare, from 1987 to 1993. From 1975 to 1987, Dr. Leibowitz was the senior physician at Drexel Hill Pediatric Associates,
where he established seven physician pediatric group practice serving a large and diverse urban/suburban patient population. Dr.
Leibowitz has authored many articles in the medical literature and including revising his chapter on Health System Navigation in
the recently published Second Edition of Population Health, Creating a Culture of Wellness, edited by David Nash and others. Dr.
Leibowitz received both his B.A. and M.D. degrees from Temple University. We believe Dr. Leibowitz’s extensive background,
experience and knowledge of the healthcare industry qualify him to be a director of our company.



Wayne T.
Pan, M.D., Ph.D. — Dr. Wayne T. Pan has served as a member of our board of directors since May 2014. Dr. Pan has
over 20 years of broad healthcare industry experience from clinical medicine, to managed care, and health information technology.
Dr. Pan is currently the chief medical officer at Applied Research Works, a healthcare software
technology company based in Palo Alto, offering health plans and integrated delivery systems, a cloud-based platform providing
timely, actionable clinical data to providers at the point of care. From August 2012 to May 2014 Dr. Pan served as chief medical
officer at Thrasys, Inc., a global healthcare technology company that provides a cloud-based platform upon which healthcare delivery
systems and provider organizations can build high quality, person-centered accountable care communities. Between October 2010 and
July 2012, Dr. Pan was concurrently the chief medical informatics officer for Health Access Solutions, a health care software development
company and chief medical officer of Pacific Partners Management Services, Inc., a medical management services company serving
medical groups in northern California with over 50,000 covered lives. Prior to that, between September 2009 and February 2010,
he served as chief medical officer for Affinity Medical Solutions, LLC, a medical management services organization serving independent
physicians association clients and managing commercial and Medicare Advantage members. Dr. Pan has also served as chief medical
officer between June 2008 and August 2009 for Alameda Alliance for Health, a local initiative health plan with Medicaid, Medicare
Advantage Dual Eligible SNP and IHSS plans, and as an advisory chief medical officer at a data analytics start-up focused on big
data issues in healthcare in 2007-2008. Dr. Pan holds an M.B.A. from The Wharton School, University of



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Pennsylvania, and an M.D. and Ph.D. from the Mt. Sinai School of
Medicine, and a B.S. in Biology from Johns Hopkins University. We believe Dr. Pan’s extensive healthcare-related business
experience qualifies him to be a director of our company.



Shirley L. Semler— Mrs.
Shirley L. Semler is our co-founder and has served as a member of our board of directors since our formation in 2007. Mrs. Semler
also served as an executive vice president until December 2009. Mrs. Semler is the holder of the patent on the Compressar hemostatic
product that has been used on over 15 million patients. She was the co-founder and president of Instromedix, Inc., a medical product
company that was acquired by Alares, Inc. She was also co-founder and president of Advanced Vascular Dynamics before it was sold.
She attended Stephens College in Columbus, Missouri and the University of Colorado. Mrs. Semler is the wife of our chairman of
the board and co-founder, Dr. Herbert J. Semler. Mrs. Semler’s experience in the medical device business, and her experience
and knowledge as a founder and executive of our company qualify her to be a director of our company.



Other than as described above in the biographies,
there are no family relationships among any of our directors or executive officers.



Director Independence



Applicable NASDAQ rules require a majority
of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition,
the NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and
nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria
set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under applicable NASDAQ rules,
a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of
directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit
committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors,
or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed
company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.



During 2014, our board of directors reviewed
its composition and that of its committees and the independence of each director. Based upon information requested from and provided
by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors
has determined that each of Messrs. Barclay, Collins and Garfield and Drs. Leibowitz and Pan are “independent directors”
as defined under applicable NASDAQ rules, including the heightened independence standards applicable to audit committee and compensation
committee members, as applicable. Our board of directors also determined that our former directors, Messrs. Chang, Gupta and Sainer,
each of whom resigned in 2014, were also “independent directors” as defined under applicable NASDAQ rules, including
the heightened independence standards applicable to audit committee and compensation committee members. In making such determinations,
our board of directors considered the relationships that each such director has with our company and all other facts and circumstances
that our board of directors deemed relevant in determining his independence, including the beneficial ownership of our capital
stock by each director.



Changes to Procedures for Recommending Nominees to Board of Directors



None.



Audit Committee



Our board of directors has established a separately-designated
standing audit committee, which is currently comprised of Messrs. Barclay and Collins and Dr. Pan. Mr. Collins serves as the chairman
of the audit committee and our board of directors has also determined that Mr. Collins is an “audit committee financial expert”
as defined in applicable SEC rules.



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Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities,
to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section
16(a) forms they file.



To our knowledge, based solely on a review
of the copies of such reports furnished to us and written representations that no other reports were required, during the year
ended December 31, 2014, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten
percent beneficial owners were complied with.



Code of Ethics



We have adopted a code of ethics that applies
to our principal executive officer (our chief executive officer), our principal accounting officer (our chief financial officer)
and other senior financial officers performing similar functions, which we refer to as the Code of Business Conduct and Ethics.
The Code of Business Conduct and Ethics is available on our website at http://www.semlercientific.com under the Corporate Governance
section of the Investors portion of our website. Our Code of Business Conduct and Ethics is designed to meet the requirements of
Item 406 of Regulation S-K. We will promptly disclose on our website (i) the nature of any amendment to the Code of Business Conduct
and Ethics that applies to any covered person, and (ii) the nature of any waiver, including an implicit waiver, from a provision
of the Code of Business Conduct and Ethics that is granted to one of the covered persons.



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ITEM 11.     EXECUTIVE COMPENSATION



Summary Compensation Table



The following table sets forth the information
as to compensation paid to or earned by our (i) chief executive officer, (ii) our two most highly compensated executive officers
other than our chief executive officer who were serving as executive officers as of December 31, 2014 and (iii) one additional
individual for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer
as of December 31, 2014. These individuals are referred to in this 10-K/A as our named executive officers. As none of our named
executive officers received any stock awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings
during the years ended December 31, 2014 and 2013, we have omitted those columns from the table.



|Name and Principal Position          |  | Fiscal Year |  | Salary ($) |         |  | Bonus ($) |   |        | OptionAward(s)($)(1) |  |   | All OtherCompensation($)(2)(3) |  |  | Total ($) |        
|------------------------------------ |  | ----------- |  | ---------- | ------- |  | --------- | - | ------ | -------------------- |  | - | ------------------------------ |  |  | --------- | -------
|Douglas Murphy-Chutorian, M.D.,      |  | 2014        |  | $          | 192,000 |  |           | $ | 0      |                      |  | $ | 117,069                        |  |  | $         | 155,006
|director and chief executive officer |  | 2013        |  |            | 32,000  |  |           |   | 0      |                      |  |   | 0                              |  |  |           | 286,305
|Robert G. McRae,                     |  | 2014        |  |            | 218,295 |  |           |   | 68,217 |                      |  |   | 34,432                         |  |  |           | 21,471 
|chief operating officer              |  | 2013        |  |            | 218,295 |  |           |   | 54,300 |                      |  |   | 0                              |  |  |           | 20,916 
|James M. Walker,                     |  | 2014        |  |            | 85,625  |  |           |   | 0      |                      |  |   | 0                              |  |  |           | 0      
|chief financial officer(4)           |  | 2013        |  |            | 0       |  |           |   | 0      |                      |  |   | 0                              |  |  |           | 0      
|Daniel E. Conger,                    |  | 2014        |  |            | 121,272 |  |           |   | 37,898 |                      |  |   | 6,886                          |  |  |           | 14,832 
|vice president, finance(5)           |  | 2013        |  |            | 121,275 |  |           |   | 30,300 |                      |  |   | 0                              |  |  |           | 12,283 



(1) Represents aggregate grant date fair value
computed in accordance with FASB ASC Topic 718. For more information regarding assumptions used for computation of fair value,
see Note 9 to our audited financial statements.

(2) For Dr. Murphy-Chutorian, represents aggregate
of sales commissions ($155,006) in 2014. Represents aggregate of monthly stipend ($160,000) in 2013 and sales commissions ($126,305)
in 2013.

(3) For Mr. McRae and Mr. Conger, represents
payment of health insurance premiums pursuant to the terms of employment agreements.

(4) For Mr. Walker, represents payments
made to The Brenner Group pursuant to our consulting agreement. Includes payments made during 2014 prior to Mr. Walker’s
appointment as chief financial officer.

(5) Effective June 18, 2014, Mr. Conger
is no longer our principal accounting officer.



Named Executive Officer Compensation Arrangements



We enter into individually negotiated compensation
arrangements with each of our named executive officers. Our named executive officers may receive salary, bonus and other benefits,
such as the payment of health insurance premiums or other individually negotiated health benefits pursuant to the terms of their
negotiated compensation package. We may also grant our named executive officers awards under our equity incentive plans.



Douglas Murphy-Chutorian, M.D.



At the time he joined our company as a director,
and subsequently as our chief executive officer, Dr. Murphy-Chutorian did not have a formal employment agreement with our company.
We engaged Dr. Murphy-Chutorian as an independent contractor. Pursuant to the terms of his sales representative agreement entered
into in October 2010, Dr. Murphy-Chutorian received sales commissions of $15 per month per successfully-installed product that
had an active and effective service agreement in place. After the renewal of the sales representative agreement in January 2012,
Dr. Murphy-Chutorian received a monthly stipend of $16,000, in addition to receiving sales commissions of $15 per month per successfully-installed
product that had an active and effective service agreement in place. In September 2012, Dr. Murphy-Chutorian became a director
and effective October 31, 2012, he became our chief



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executive officer. On November 11, 2013, we entered into an at-will
employment agreement with Dr. Murphy-Chutorian. Under the terms of this agreement, Dr. Murphy-Chutorian can be terminated at any
time and his job titles, salaries and benefits may be modified from time to time as we deem necessary. In 2014, Dr. Murphy-Chutorian’s
compensation arrangement provided for the payment of $16,000 per month, for his services as chief executive officer and a commission
of $15 per month for each successfully-installed product that has an active and effective service agreement in place. Dr. Murphy-Chutorian
was also eligible for awards under our equity incentive plans. Accordingly, in 2014, Dr. Murphy-Chutorian was granted a stock option
to acquire 85,000 shares of our common stock at $2.10 per share, which expires 10 years from the grant date and is subject to monthly
vesting over four years (1/48 per month) such that it will be vested in full on the four-year anniversary of its grant date. In
October 2014, our board of directors, upon the recommendation of its compensation committee, approved the following compensation
arrangement for Dr. Murphy-Chutorian effective January 1, 2015: base salary of $350,000, target incentive equal to 50% of base
salary, and a grant of 75,000 stock options under our 2014 stock option plan. The payment of any target incentive will be at the
discretion of the compensation committee and will be based on achievement of performance goals by Dr. Murphy-Chutorian. Dr. Murphy-Chutorian
will no longer receive commissions based upon installed products.



Robert G. McRae



On November 1, 2010, we entered into an at-will
employment agreement with Mr. McRae, our chief operating officer. Under the terms of the agreement, Mr. McRae can be terminated
at any time and his job titles, salaries and benefits may be modified from time to time as we deem necessary. In 2014, Mr. McRae’s
compensation arrangement provided for the payment of $18,191 per month as salary, an annual bonus of $68,217 and $1,789 per month
of health benefits (consisting of insurance premiums paid on his behalf). Mr. McRae was also eligible for awards under our equity
incentive plans. Accordingly, in 2014, Mr. McRae was granted a stock option to acquire 25,000 shares of our common stock at $2.10
per share, which expires 10 years from the grant date and is subject to monthly vesting over four years (1/48 per month) such that
it will be vested in full on the four-year anniversary of its grant date.



James M. Walker



Mr. Walker provides services as our chief financial
officer pursuant to a consulting agreement with The Brenner Group, which was amended and restated effective as of June 18, 2014
to reflect Mr. Walker’s appointment as our chief financial officer. Under this consulting agreement, we agreed to pay The
Brenner Group for Mr. Walker’s services a monthly fee of $10,000 and reimburse Mr. Walker for all travel and out of pocket
expenses incurred in connection therewith. The consulting agreement has a minimum term until March 31, 2015 and may be terminated
by either party upon 30 days written notice.



Daniel E. Conger



On October 18,
2010, we entered into an at-will employment agreement with Mr. Conger, our vice president of finance. Under the terms of the agreement,
Mr. Conger can be terminated at any time and his job titles, salaries and benefits may be modified from time to time as we deem
necessary. In 2014, Mr. Conger’s compensation arrangement provided for the payment of $10,106 per month as salary, an annual
bonus of $37,898 and $1,236 per month of health benefits (consisting of insurance premiums
paid on his behalf). Mr. Conger was also eligible for awards under our equity incentive plans. Accordingly, in 2014, Mr. Conger
was granted a stock option to acquire 5,000 shares of our common stock at $2.10 per share, which expires 10 years from the grant
date and is subject to monthly vesting over four years (1/48 per month) such that it will be vested in full on the four-year anniversary
of its grant date.



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Outstanding Equity Awards at Fiscal Year-End



The following table provides information about
the number of outstanding equity awards held by our named executive officers at December 31, 2014. We have omitted certain columns
from the table as we do not have any outstanding stock awards.



|Name                        |  | Number of Securities Underlying Unexercised Options (#) Exercisable |        |  | Number of Securities Underlying Unexercised Options (#) Unexercisable |  |        | Option Exercise Price ($) |  |   | Option Expiration Date
|--------------------------- |  | ------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- |  | ------ | ------------------------- |  | - | ----------------------
|Douglas Murphy-Chutorian(1) |  |                                                                     | 20,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Douglas Murphy-Chutorian(2) |  |                                                                     | 3,084  |  |                                                                       |  | 81,916 |                           |  | $ | 2.10                  
|Robert G. McRae(1)          |  |                                                                     | 20,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Robert G. McRae(1)          |  |                                                                     | 20,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Robert G. McRae(1)          |  |                                                                     | 20,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Robert G. McRae(1)          |  |                                                                     | 20,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Robert G. McRae(2)          |  |                                                                     | 907    |  |                                                                       |  | 24,093 |                           |  | $ | 2.10                  
|James M. Walker             |  |                                                                     | 0      |  |                                                                       |  | 0      |                           |  | $ | 0                     
|Daniel E. Conger(1)         |  |                                                                     | 6,500  |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Daniel E. Conger(1)         |  |                                                                     | 6,500  |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Daniel E. Conger(1)         |  |                                                                     | 6,500  |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Daniel E. Conger(1)         |  |                                                                     | 10,000 |  |                                                                       |  | 0      |                           |  | $ | 0.52                  
|Daniel E. Conger(2)         |  |                                                                     | 181    |  |                                                                       |  | 4,819  |                           |  | $ | 2.10                  



(1) The option is fully vested.

(2) The option is subject to monthly vesting
over four years (1/48 per month) such that it will be vested in full on the four-year anniversary of its grant date, which was
November 8, 2014.



Director Compensation



Prior to the adoption of our non-employee director
compensation program in July 2014, we did not have a formal compensation plan for our directors. We did not pay our directors attendance
fees, or grant them equity or other compensation for service on our board. During 2013 we did not pay any compensation to our directors
for service on the board.



In July 2014, our board of directors approved
the following non-employee director compensation.



All non-employee directors are entitled to
receive an annual $30,000 retainer for service as a board member and an annual retainer for each committee on which they serve
as a member:



| | · | $15,000 per year for service as chairman of the audit committee or $7,500 per year for service as a member of the audit committee;
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | · | $10,000 per year for service as chairman of the compensation committee or $5,000 per year for service as a member of the compensation
committee;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | $5,000 per year for service as chairman of the nominating committee or $2,000 per year for service as a member of the nominating
committee;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



All cash payments to non-employee directors
will be paid quarterly in arrears and will be pro-rated for directors who join the board or a board committee mid-year.



All non-employee directors will be entitled
to receive the following equity compensation for their services:



| | · | initial grant of options to acquire 10,000 shares of common stock, which options will be fully vested on the grant date; and
| | - | ----------------------------------------------------------------------------------------------------------------------------



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| | · | annual grant of options to acquire 5,000 shares of common stock, which options will be fully vested on the grant date
| | - | ---------------------------------------------------------------------------------------------------------------------



Annual grant amounts will be pro-rated for
directors who join the board mid-year. On July 24, 2014, the board of directors made the initial grant of options to acquire 10,000
shares of our common stock under our 2007 Key Person Stock Option Plan to each of our non-employee directors. All of these options
have an exercise price of $3.85 per share, expire 10 years from the grant date, and are vested in full.



The following table shows the compensation
earned in the year ended December 31, 2014 by our non-employee directors. Our non-employee directors received only fees and option
awards in 2014, so we have omitted certain columns from the table.



|Name(1)(2)                               |  | Fees Earned or Paid in Cash ($) |        |  | Option Awards ($) |   |        | Total ($) | 
|---------------------------------------- |  | ------------------------------- | ------ |  | ----------------- | - | ------ | --------- | 
|Herbert J. Semler, M.D.                  |  | $                               | 13,145 |  |                   | $ | 25,414 |           | 
|Bruce J Barclay                          |  |                                 | 31,028 |  |                   |   | 25,414 |           | 
|Aidan M. Collins                         |  |                                 | 21,774 |  |                   |   | 25,414 |           | 
|Greg S. Garfield                         |  |                                 | 34,405 |  |                   |   | 25,414 |           | 
|Arthur “Abbie” Leibowitz, M.D., F.A.A.P. |  |                                 | 15,667 |  |                   |   | 25,414 |           | 
|Wayne T. Pan, M.D., Ph.D                 |  |                                 | 25,590 |  |                   |   | 25,414 |           | 
|Shirley L. Semler                        |  |                                 | 13,145 |  |                   |   | 25,414 |           | 



(1) The compensation information for Dr. Murphy-Chutorian,
our chief executive officer and a director, is set forth in “—Summary Compensation Table.”

(2) Messrs. William H.C. Chang, Dinesh Gupta
and Elliot A. Sainer served on our board of directors during 2014 but resigned from our board of directors prior to the adoption
of our non-employee director compensation plan and did not receive compensation pursuant to such plan nor any other compensation
in 2014.



Compensation-Related Risk



Our board of directors is responsible for the
oversight of our risk profile, including compensation-related risks. Our compensation committee monitors our compensation policies
and practices as applied to our employees to ensure that these policies and practices do not encourage excessive and unnecessary
risk-taking. In 2014, at the direction of our compensation committee, our management conducted a review of our compensation programs,
including our executive compensation program, and, based on this review, determined that the level of risk associated with these
programs is not reasonably likely to have a material adverse effect on our company.



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ITEM 12.     SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain information
with respect to the beneficial ownership of our common stock as of March 31, 2015 of:



| | · | each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
| | - | ----------------------------------------------------------------------------------------------------------

| | · | each of our directors;
| | - | ----------------------

| | · | each of our named executive officers; and
| | - | -----------------------------------------

| | · | all of our directors and executive officers as a group.
| | - | -------------------------------------------------------



Beneficial ownership is determined in accordance
with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock and is based
on 4,833,517 shares of common stock issued and outstanding as of March 31, 2015. Shares of our common stock subject to options
or warrants that are currently exercisable or exercisable within 60 days after March 31, 2015 are considered outstanding and beneficially
owned by the person holding the options or warrants for the purpose of calculating the percentage ownership of that person but
not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities
in the following table have sole voting and investing power with respect to all of the shares of our common stock beneficially
owned by them, subject to community property laws, where applicable. Information with respect to beneficial ownership by 5% stockholders
has been based on information filed with the SEC pursuant to Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934,
as well as company records. Except as otherwise set forth in the footnotes to the following table, the address of each beneficial
owner is c/o Semler Scientific, Inc., 2330 NW Everett St. Portland, OR 97210.



|Name and Address of Beneficial Owner               |  | Number of Shares Beneficially Owned |           |  | Percentage of Shares Beneficially Owned | 
|-------------------------------------------------- |  | ----------------------------------- | --------- |  | --------------------------------------- | 
|5% Stockholders:                                   |  |                                     |           |  |                                         | 
|William H.C. Chang(1)                              |  |                                     | 931,973   |  |                                         | 
|Eric Semler                                        |  |                                     | 568,221   |  |                                         | 
|Glenhill Advisors, LLC(2)                          |  |                                     | 341,459   |  |                                         | 
|Green Park & Golf Ventures,
LLC(3)                 |  |                                     | 253,686   |  |                                         | 
|Executive Officers and Directors:                  |  |                                     |           |  |                                         | 
|Dr. & Mrs. Semler(4)                               |  |                                     | 727,891   |  |                                         | 
|Bruce J Barclay(5)                                 |  |                                     | 10,000    |  |                                         | 
|Aidan M. Collins(6)                                |  |                                     | 10,000    |  |                                         | 
|Greg S. Garfield(7)                                |  |                                     | 22,000    |  |                                         | 
|Dr. Arthur N. Leibowitz(8)                         |  |                                     | 10,000    |  |                                         | 
|Dr. Douglas Murphy-Chutorian(9)                    |  |                                     | 479,785   |  |                                         | 
|Dr. Wayne T. Pan(10)                               |  |                                     | 10,000    |  |                                         | 
|Robert G. McRae(11)                                |  |                                     | 105,000   |  |                                         | 
|Daniel E. Conger(12)                               |  |                                     | 34,500    |  |                                         | 
|James M. Walker                                    |  |                                     | 0         |  |                                         | 
|All directors and officers as a group (11 persons) |  |                                     | 1,409,176 |  |                                         | 

*less than 1%



(1) Mr. Chang holds his securities in a family
trust over which he his co-Trustee with his spouse, and with whom he shares voting and investment power over such securities.

(2) Represents 341,459 shares of common stock
held by Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, Glenhill Capital Management, LLC and Glenhill
Concentrated Long Masterfund, LLC. Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC,
and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors,
LLC, which is the investment manager of Glenhill Concentrated Long Master Fund, LLC. Glenhill Advisors, LLC is the managing member
of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Concentrated Long Master
Fund, LLC. The address of each of Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, Glenhill Capital Management,
LLC and Glenhill Concentrated Long Masterfund, LLC is Fifth Avenue, 11th Floor, New York, NY 10020.



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(3) Represents (i) 214,736 shares held directly
by GPG SSF Investments LLC, or GPG SSF and (ii) 38,950 shares held directly by Green Park & Golf Ventures, LLC, or Green Park
& Golf. Green Park & Golf is the managing partner of GPG SSF and consequently may be deemed to have voting control and
investment discretion over securities owned by GPG SSF. Clay M. Heighten, M.D. and Carl D. Soderstrom are
each a managing director of Green Park & Golf. As a result, Dr. Heighten and Mr. Soderstrom may each be deemed to be the beneficial
owner of any shares deemed to be beneficially owned by Green Park & Golf and/or GPG SSF. Each of Green Park & Golf, Dr.
Heighten and Mr. Soderstrom disclaims beneficial ownership of the securities directly owned by GPG SSF, except to the extent of
its or his pecuniary interests therein. Each of Dr. Heighten and Mr. Soderstrom disclaims beneficial ownership of the securities
directly owned by Green Park & Golf, except to the extent of his pecuniary interests therein. The principal business address
of each Reporting Person is c/o Green Park & Golf Ventures, LLC, 5910 N. Central Expressway, Suite 200, Dallas, Texas, 75206.

(4) Represents (i) 557,891 issued shares of
our common stock, (ii) options to purchase 160,000 shares of our common stock held by Dr. Semler and (iii) options to purchase
10,000 shares of our common stock held by Mrs. Semler. Shares of common stock are held in a family trust over which Dr. and Mrs.
Semler are co-Trustees and together share voting and investment power over such securities.

(5) Represents options to acquire 10,000 shares
of our common stock.

(6) Represents options to acquire 10,000 shares
of our common stock.

(7) Represents (i) options to acquire 10,000
shares of our common stock and (ii) warrants to purchase 12,000 shares of our common stock. Mr. Garfield holds his warrants in
a family trust over which he is co-Trustee with his spouse, and with whom he shares voting and investment power over such securities.

(8) Represents options to acquire 10,000 shares
of our common stock.

(9) Represents (i) 63,571 shares of our common
stock, (ii) options to purchase 180,000 shares of our common stock, and (iii) warrants to purchase an aggregate of 236,214 shares
of our common stock. Options are held by Dr. Murphy-Chutorian. Other securities are held in a family trust over which Dr. Murphy-Chutorian
is co-Trustee with his spouse, and with whom he shares voting and investment power over such securities.

(10) Represents options to acquire 10,000 shares
of our common stock.

(11) Represents options to acquire 105,000
shares of our common stock.

(12) Represents options to acquire 34,500 shares
of our common stock.



Equity Compensation Plan Information



The following table sets forth information about our equity compensation
plans as of December 31, 2014.



|Plan Category                                                    |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |         |  | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |   |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | 
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ------- |  | --------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                 |  | (a)                                                                                         |         |  | (b)                                                                         |   |      | (c)                                                                                                                                         | 
|Equity Compensation Plans Approved by Securityholders: 2014 Plan |  |                                                                                             | 250,000 |  |                                                                             | $ | 2.10 |                                                                                                                                             | 
|Equity Compensation Plans Approved by Securityholders: 2007 Plan |  |                                                                                             | 399,500 |  |                                                                             | $ | 1.10 |                                                                                                                                             | 
|Total                                                            |  |                                                                                             | 649,500 |  |                                                                             | $ | 3.20 |                                                                                                                                             | 



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ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE



The following includes a summary of transactions
since January 1, 2013 to which we have been a party in which the amount involved exceeded or will exceed the lesser of (x) $120,000
or (y) 1% of our average total assets at year end for the last two completed fiscal years, and in which any of our directors, executive
officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of
any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,
termination, change in control and other arrangements, which are described under “Management — Summary
Compensation Table —  Named Executive Officer Compensation Arrangements.” We also describe below certain
other transactions with our directors, executive officers and stockholders.



Financings



During the quarter ended September 30, 2013,
we issued an aggregate of 532,110 shares of our Series A Preferred Stock and warrants to acquire an aggregate of 298,241 shares
of our Series A Preferred Stock for an aggregate gross purchase price of $2,409,404. The participants in the foregoing equity financing
included certain of our current and former directors, officers and holders of more than 5% of our capital stock or entities affiliated
with them.



During the quarter ended September 30, 2013,
we issued an aggregate of 111,112 shares of our Series A Preferred Stock to an accredited investor for which a former director
of our company and one of our principal stockholders, Mr. William H.C. Chang, is one of the co-trustees, for an aggregate purchase
price of $500,004 in cash.



During the quarter ended September 30, 2013,
we issued to an accredited investor for which a former director of our company and one of our principal stockholders, Mr. William
H.C. Chang, is one of the co-trustees, a warrant to purchase an aggregate of 38,889 shares of our Series A Preferred Stock, at
an exercise price of $4.50 per share, which warrants expire 3 years from the issuance date, for an aggregate purchase price of
$4 in cash.



During the quarter ended September 30, 2013,
we issued an aggregate of 116,667 shares of our Series A Preferred Stock to two accredited investors for which Mr. Dinesh Gupta,
a former director, is a general partner or a trustee respectively, for an aggregate purchase price of $525,001 in cash.



During the quarter ended September 30, 2013,
we issued to two accredited investors for which Mr. Dinesh Gupta, a former director, is a general partner or a trustee respectively,
two warrants to purchase an aggregate of 40,833 shares of our Series A Preferred Stock, at an exercise price of $4.50 per share,
which warrants expire 3 years from the issuance date, for an aggregate purchase price of $3,695 in cash.



During the quarter ended September 30, 2013,
we issued to Douglas Murphy-Chutorian, M.D., our chief executive officer and a director of our company, a warrant to purchase an
aggregate of 60,000 shares of our Series A Preferred Stock, at an exercise price of $4.50 per share, which warrants expire 3 years
from the issuance date, for an aggregate purchase price of $6,000 in cash.



During the quarter ended September 30, 2013,
we issued an aggregate of 23,000 shares of our Series A Preferred Stock to Mr. Elliot Sainer, a former director, for an aggregate
purchase price of $103,500 in cash.



During the quarter ended September 30, 2013,
we issued to Mr. Elliot A. Sainer, a former director, a warrant to purchase an aggregate of 8,050 shares of our Series A Preferred
Stock, at an exercise price of $4.50 per share, which warrant expires 3 years from the issuance date, for an aggregate purchase
price of $1 in cash.



During the quarter ended September 30, 2013,
we issued to Mr. Greg S. Garfield, who later was appointed a director, a warrant to purchase an aggregate of 12,000 shares of our
Series A Preferred Stock, at an exercise price of $4.50 per share, which warrants expire 3 years from the issuance date, for an
aggregate purchase price of $1,200 in cash.



On February 24, 2015, a family trust of which
William H.C. Chang, a former director and one of our principal stockholders, is a co-Trustee acquired an aggregate of 55,000 shares
of our common stock in a private placement pursuant to a stock purchase agreement with us dated February 24, 2015, at a price per
share of $4.52, the



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consolidated closing bid price on the date of the agreement. Such
shares were acquired using personal funds (approximately $248,600).



On March 2, 2015, a family trust of which William
H.C. Chang, a former director and one of our principal stockholders, is a co-Trustee acquired an aggregate of 62,500 shares of
our common stock in a private placement pursuant to a stock purchase agreement with us dated March 2, 2015, at a price per share
of $4.10. Such shares were acquired using personal funds (approximately $250,000).



Transactions Related to Our Initial Public Offering



In connection with the closing of our initial
public offering on February 27, 2014, Dr. Murphy-Chutorian, our chief executive officer and a director, and William H.C. Chang,
a former director and one of our principal stockholders, purchased 53,571 shares and 89,285 shares of our common stock, respectively,
at the initial public offering price for aggregate purchase prices of $374,997 and $624,995, respectively. In addition, Eric Semler,
one of our principal stockholders, or entities affiliated with Mr. Semler, purchased 142,857 shares of our common stock in the
offering at the initial public offering price for an aggregate purchase price of approximately $1 million.



Consulting Fees for Services Provided



Prior to becoming a director and then chief
executive officer of our company, Dr. Murphy-Chutorian performed consulting services for us. These consulting services included
managing finance, sales, marketing, operational and strategic planning for our company, as well as assistance and strategic guidance
in securing financing. Between November 3, 2010 and September 17, 2012, and prior to his appointment to our board of directors
(and later as our chief executive officer), Dr. Murphy-Chutorian invoiced us an aggregate amount of $722,026 in consulting fees
in connection with these consulting services provided to our company ($75,000, $165,000, $482,026 recorded in 2010, 2011, and 2012,
respectively), payment of which was deferred byDr. Murphy-Chutorian. We paid Dr. Murphy-Chutorian $150,000 of his receivable following
the closing of our initial public offering, and began making installment payments of $30,000 per month beginning August 2014. We
will continue to make such installment payments until such receivable is paid in full.



Registration Rights



We are party to an investor rights agreement
with those holders who held our common stock prior to our initial public offering, and those who held our convertible preferred
stock prior to our initial public offering (all of which converted into common stock in our initial public offering). Accordingly,
our directors and principal stockholders who held our securities prior to our initial public offering are parties to this agreement.
This agreement provides for certain rights relating to the registration of their shares of common stock that was issued upon conversion
of their convertible preferred stock. The registration rights will terminate five years following the completion of or our initial
public offering, or for any particular holder with registration rights, at such time when all securities held by that stockholder
subject to registration rights may be sold pursuant to Rule 144 under the Securities Act during any 90-day period.



Review, Approval or Ratification of Transactions with Related
Persons



Our board of directors has adopted a written
related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person
transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any
transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were
or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect
material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which
the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances,
including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s
length transaction and the extent of the related person’s interest in the transaction. All of the transactions described
in this section occurred prior to the adoption of this policy.



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ITEM 14.     PRINCIPAL ACCOUNTING FEES AND
SERVICES



The following table presents fees for professional
audit services rendered by BDO USA, LLP, or BDO, for the audit of our consolidated financial statements for the years ended December
31, 2014 and 2013. In addition to retaining BDO to conduct an audit of the financial statements, we engage the firm from time to
time to perform other services. The following table sets forth all fees incurred in connection with professional services rendered
to us by BDO during each of the last two fiscal years.



|                   |  | Year Ended December 31, |        
|------------------ |  | ----------------------- | -------
|Fee Type           |  | 2014                    |        
|Audit Fees         |  | $                       | 199,100
|Audit-Related Fees |  |                         | 0      
|Tax Fees           |  |                         | 28,000 
|All Other Fees     |  |                         | 0      
|Total              |  | $                       | 227,100



Audit Fees. This category consists of the annual audit of our financial statements, the interim reviews of the quarterly financial statements, and services performed in conjunction with our registration statements.



Audit-Related Fees. None.



Tax Fees. This category includes all fees associated
with preparation of our tax returns for both state and federal jurisdictions and preparation research and development credit and
carryover calculations as well as reimbursable expenses for the same.



All Other Fees. None.



Audit Committee Pre-Approval Policies and Procedures



Our audit committee charter provides that the
audit committee will approve the fees and other significant compensation to be paid to our independent auditors, and pre-approve
all audit services and all non-audit services of independent auditors permitted under applicable law. The charter also provides
that the audit committee may establish other pre-approval policies and procedures for the engagement of independent auditors to
render services to us, including without limitation policies that would allow the delegation of pre-approval authority to one or
more members of the audit committee, provided that any pre-approval decision is reported to the audit committee at its next scheduled
meeting. The audit committee has approved all audit and audit-related work covered by the audit fees, tax fees and all other fees.



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ITEM 15.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES



List of Exhibits. The following is a list of exhibits
filed as a part of this Annual Report on Form 10-K/A.



|Exhibit
        No. |  | Description                                                                                                                                                      
|------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*               |  | Certification of Principal Executive Officer pursuant to Rules 13a-14
        and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2*               |  | Certification of Principal Financial Officer pursuant to Rules 13a-14
        and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

_____

*	Filed herewith





15


Table of Contents








SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the annual report to be signed
on its behalf by the undersigned, thereunto duly authorized.



Date: April 28, 2015



| | Semler Scientific, Inc.
| | -----------------------
| |                        
| | By:                    
| |                        
| |                        



Pursuant to the requirements of the Securities
Exchange Act of 1934, this amendment to the annual report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:



|Name                                |  | Title                                                               |  | Date          
|----------------------------------- |  | ------------------------------------------------------------------- |  | --------------
|                                    |  |                                                                     |  |               
|/s/  Douglas Murphy-Chutorian, M.D. |  | Chief Executive Officer and Director (Principal Executive Officer)  |  | April 28, 2015
|Douglas Murphy-Chutorian, M.D.      |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|/s/  James M. Walker                |  | Chief Financial Officer(Principal Financial and Accounting Officer) |  | April 28, 2015
|James M. Walker                     |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Chairman of the Board of Directors                                  |  | April 28, 2015
|Herbert J. Semler, M.D.             |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Bruce J Barclay                     |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Aidan M. Collins                    |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Greg S. Garfield                    |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Arthur N. Leibowitz, M.D., F.A.A.P. |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Wayne T. Pan, M.D., Ph.D.           |  |                                                                     |  |               
|                                    |  |                                                                     |  |               
|*                                   |  | Director                                                            |  | April 28, 2015
|Shirley L. Semler                   |  |                                                                     |  |               



| | * | The undersigned does hereby sign this amendment to the annual report on behalf of the above indicated director of Semler Scientific,
Inc. pursuant to a power of attorney executed by such director.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | By: | /s/ Douglas Murphy-Chutorian   | 
| | --- | ------------------------------ | 
| |     | Douglas Murphy-Chutorian, M.D. | 
| |     | Chief Executive Officer        | 















EXHIBIT INDEX



|Exhibit
        No. |  | Description                                                                                                                                                      
|------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*               |  | Certification of Principal Executive Officer pursuant to Rules 13a-14
        and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2*               |  | Certification of Principal Financial Officer pursuant to Rules 13a-14
        and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                    |  |                                                                                                                                                                  
|                    |  |                                                                                                                                                                  

_____

*	Filed herewith