Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Office Leases

The Company leases office spaces in Dallas, Texas and Dublin, Ohio under operating lease agreements, which expire in July 2033 and February 2033, respectively. Under both the Dallas, Texas and Dublin, Ohio leases, the Company has two five-year renewal options. Under these lease agreements, the Company is required to reimburse the landlord for its share of any common area expenses, which may include certain taxes, utilities, maintenance costs, and other fees. During the year ended December 31, 2024, the Company, in line with its relocation to Dallas, Texas, reassessed the expected lease term of the Dublin, Ohio office lease, resulting in a reduction of the remaining lease term. The lease liability was remeasured based on the present value of the remaining lease payments, which resulted in a revised lease liability of approximately $1.8 million and a corresponding right-of-use asset of approximately $1.8 million as of December 31, 2024. During the period from January 1, 2025 to September 11, 2025, the Company entered into an agreement to sub-lease the office space in Dublin, Ohio, with the sub-lessee lease term and payments being substantially similar to that of the Company's lease agreement for the same space.

The following table summarizes lease expense, which is included in general and administrative expense, for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (in thousands):


	Successor		Predecessor
	Period from September 12, 2025 to December 31, 2025		Period from January 1, 2025 to September 11, 2025		Year Ended December 31, 2024
Fixed lease expense	$	223	$	431	$	365
Variable lease expense	105		154		212
Sub-lease income	(140)		(207)		—
Total lease expense	$	188	$	378	$	577

Supplemental cash flow information related to operating leases for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 is as follows (in thousands):


	Successor		Predecessor
	Period from September 12, 2025 to December 31, 2025		Period from January 1, 2025 to September 11, 2025		Year Ended December 31, 2024
Supplemental cash flow information:
Right-of-use lease assets obtained in exchange for new operating lease liabilities	$	—	$	2,555	$	—
Operating cash outflows from operating leases	$	197	$	238	$	274
Change in ROU assets from remeasurement	$	—	$	—	$	1,103

The operating lease liability for the office leases was determined using a weighted average discount rate of 7.2% and 9.2% as of December 31, 2025 and December 31, 2024, respectively.

The following table provides a maturity analysis of the Company's operating lease liability, based on undiscounted cash flows, as of December 31, 2025 (in thousands):


	December 31, 2025
2026	$	664
2027	684
2028	704
2029	726
2030	747
Thereafter	1,886
Total undiscounted operating lease payments	$	5,411
Less: imputed interest	(1,261)
Present value of operating lease liability	$	4,150

Contingencies

The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrued liability. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies. The Company recognizes gain contingencies when the gain becomes realized or realizable.

During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $0.9 million, of which $0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the year ended December 31, 2024. Further, during the period from January 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.

Effective September 10, 2025, the U.S. Department of Justice Civil Fraud Section, the Department of Health and Human Services (“HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices. Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $29.8 million, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, in addition to $0.4 million for attorney’s fees for the relators. Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct. Semler neither admitted nor denied any wrongdoing.

In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (“OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for a five-year period.