Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 12 2024 - 11:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Semler
Scientific, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
81684M104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 81684M104
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1 |
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Names of reporting persons
Topline Capital Management, LLC |
2 |
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Check the appropriate box if a member of
a group (see instructions) (a) ☐ (b) ☐
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3 |
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SEC use only
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4 |
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Citizenship or place of organization
California |
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Number of
shares
beneficially
owned by each
reporting person
with |
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5 |
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Sole voting power
0 |
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6 |
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Shared voting power
0 |
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7 |
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Sole dispositive power
0 |
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8 |
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Shared dispositive power
0 |
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9 |
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Aggregate amount beneficially owned by
each reporting person 0 |
10 |
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ☐ |
11 |
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Percent of class represented by amount in
Row (9) 0% |
12 |
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Type of
reporting person (see instructions) IA |
2
CUSIP No. 81684M104
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1 |
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Names of reporting persons
Collin McBirney |
2 |
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Check the appropriate box if a member of
a group (see instructions) (a) ☐ (b) ☐
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3 |
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SEC use only
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4 |
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Citizenship or place of organization
USA |
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|
|
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|
Number of
shares
beneficially
owned by each
reporting person
with |
|
5 |
|
Sole voting power
0 |
|
6 |
|
Shared voting power
0 |
|
7 |
|
Sole dispositive power
0 |
|
8 |
|
Shared dispositive power
0 |
|
|
|
|
|
|
|
9 |
|
Aggregate amount beneficially owned by
each reporting person 0 |
10 |
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ☐ |
11 |
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Percent of class represented by amount in
Row (9) 0% |
12 |
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Type of
reporting person (see instructions) IN/HC |
3
CUSIP No. 81684M104
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|
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|
|
|
|
1 |
|
Names of reporting persons
Topline Capital Partners, LP |
2 |
|
Check the appropriate box if a member of
a group (see instructions) (a) ☐ (b) ☐
|
3 |
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SEC use only
|
4 |
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Citizenship or place of organization
Delaware |
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|
|
|
|
Number of
shares
beneficially
owned by each
reporting person
with |
|
5 |
|
Sole voting power
0 |
|
6 |
|
Shared voting power
0 |
|
7 |
|
Sole dispositive power
0 |
|
8 |
|
Shared dispositive power
0 |
|
|
|
|
|
|
|
9 |
|
Aggregate amount beneficially owned by
each reporting person 0 |
10 |
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ☐ |
11 |
|
Percent of class represented by amount in
Row (9) 0% |
12 |
|
Type of
reporting person (see instructions) PN |
4
Item 1
Semler Scientific, Inc.
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(b) |
Address of Issuers Principal Executive Offices: |
2340-2348 Walsh Avenue, Suite 2344, Santa Clara, CA 95051
Item 2
|
(a) |
Name of Persons Filing: |
Topline Capital Management, LLC (TCM)
Collin McBirney
Topline Capital
Partners, LP (TCP or the Fund)
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(b) |
Address of Principal Business Office or, if none, Residence: |
544 Euclid Street, Santa Monica, CA 90402
Reference is made to Row 4 of pages 2 - 4 of this Schedule 13G (this Schedule), which are incorporated by reference herein.
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(d) |
Title of Class of Securities: |
Common Stock, $0.001 par value
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(e) |
CUSIP Number: 81684M104 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Reference is hereby made
to Rows 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which are incorporated by reference herein.
As of
December 31, 2023, the Fund does not beneficially own shares of the issuers common stock.
5
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. ☑
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of
Dissolution of Group
Not applicable.
Item 10. Certification
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 2024
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TOPLINE CAPITAL MANAGEMENT, LLC |
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By: |
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/s/ Collin McBirney |
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Collin McBirney |
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Managing Member |
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TOPLINE CAPITAL PARTNERS, LP |
By: Topline Capital Management, LLC, its general partner |
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By: |
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/s/ Collin McBirney |
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Collin McBirney |
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Managing Member |
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COLLIN MCBIRNEY |
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/s/ Collin McBirney |
7
EXHIBIT LIST
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Exhibit A |
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Joint Filing Undertaking |
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned,
being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this
Schedule, as it may be amended, jointly on behalf of each of such parties.
Dated: February 12, 2024
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TOPLINE CAPITAL MANAGEMENT, LLC |
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By: |
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/s/ Collin McBirney |
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Collin McBirney |
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|
Managing Member |
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TOPLINE CAPITAL PARTNERS, LP |
By: Topline Capital Management, LLC, its general partner |
|
|
By: |
|
/s/ Collin McBirney |
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|
Collin McBirney |
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|
Managing Member |
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COLLIN MCBIRNEY |
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/s/ Collin McBirney |
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