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    Goodwin Procter LLP

    Three Embarcadero Center, 28th Floor

    San Francisco, CA 94111

    goodwinlaw.com

    +1 (415) 733-6000

July 11, 2024

VIA EDGAR

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Attention: Mr. Benjamin
Richie

Ms. Lauren
Nguyen

Re: Semler Scientific, Inc.

Registration Statement on Form S-3

Filed June 6, 2024

File No. 333-280013

Dear Mr. Richie and Ms. Nguyen:

This letter is submitted on behalf of Semler Scientific, Inc.
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form S-3 (File No. 333-280013), filed on June 6, 2024 (the “Registration Statement”), as
set forth in the Staff’s letter dated July 2, 2024 (the “Comment Letter”). The Company is concurrently filing
Amendment No. 1 to the Registration Statement (“Amendment No. 1”), as well as amended supplemental business
disclosures and risk factors under Item 8.01 on Form 8-K (“Amended Form 8-K”) on the date hereof, which include
changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced
herein with responses below each numbered comment. For your convenience, we have italicized the Staff’s comments from the Comment
Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement,
and page references in the responses refer to Amendment No. 1 or the Amended Form 8-K as indicated. All capitalized terms
used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1 or the Amended Form 8-K, as the case
may be.

The responses provided herein are based upon information provided to
Goodwin Procter LLP by the Company.

Registration Statement on Form S-3 Cover Page

 1. It appears that the price of your common stock has fluctuated significantly in the last several months. Please revise your disclosure
to address price volatility, potential causes of such volatility, if known, and add a separately captioned risk factor to describe the
risk to investors. In addition, on the prospectus cover page, disclose the following:

 · describe the recent price volatility in your stock and briefly disclose
any known risks of investing in your stock under these circumstances;

 · for comparison purposes, disclose the market price of your common stock
prior to the recent price volatility in your stock; and

 · describe any recent change in your financial condition or results of operations,
such as your earnings, revenues or other measure of company value that is consistent with the recent change in your stock price. If no
such change to your financial condition or results of operations exists, disclose that fact.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on the base prospectus cover page included in Amendment No. 1, and on page 2 of the base
prospectus included in Amendment No. 1 in response to the Staff’s comment.

Office of Life Sciences

Division of Corporation Finance

July 11, 2024

Page 2

Risk Factors, page 2

 2. We note the disclosure on page 7 that you intend to use the net proceeds from the sale of any securities offered under this
prospectus primarily for general corporate purposes, including the acquisition of bitcoin, unless otherwise indicated in the applicable
prospectus supplement. Please include a separate risk factor here to disclose that proceeds from an offering may be used to purchase additional
bitcoin and describe the attendant risks, including the price of bitcoin has been, and will likely continue to be, highly volatile.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 3 and 4 of the base prospectus included in Amendment No. 1 to include a separate risk
factor in response to the Staff’s comment.

Recent Developments

Bitcoin Strategy, page 5

 3. Please prominently disclose that you are not registered as an investment company under the 1940 Act and that shareholders do not
have the protections associated with ownership of shares in a registered investment company or the protections afforded by the Commodities
Exchange Act.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 9 of the base prospectus included in Amendment No. 1 and page 2 of the ATM prospectus
included in Amendment No. 1 in response to the Staff’s comment.

 4. Please briefly explain the relevance of the comparisons to gold given you previously held cash in a variety of non-interest bearing
bank accounts, interest bearing money markets, and treasury bills. Additionally, provide the basis for your beliefs that bitcoin “has
the potential to generate outsize returns” and its increasing acceptance as “digital gold.” Balance this discussion
by disclosing that bitcoin is a highly volatile asset and quantity the range that bitcoin has traded in the last twelve months.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 9 of the base prospectus included in Amendment No. 1 and pages 2-3 of the ATM prospectus
included in Amendment No. 1, as well as page 1 of the Amended Form 8-K in response to the Staff’s comment.

 5. Refer to exhibit 99.1 to the Form 8-K filed June 6, 2024. We note the use of the term “unregulated” when
referring to certain bitcoin trading venues. Please revise to qualify your use of this term by clarifying that these venues may be subject
to regulation in a relevant jurisdiction but may not be complying.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its supplemental disclosure on pages 17 and 18 of the Amended Form 8-K in response to the Staff’s comment
(which Amended Form 8-K is also filed as Exhibit 99.1 to Amendment No. 1 in response to the Staff’s comment 18).

Office of Life Sciences

Division of Corporation Finance

July 11, 2024

Page 3

 6. Please disclose your policies governing when you exchange your cash for bitcoin and when you monetize your bitcoin. In addition,
disclose whether you have policies governing the percentage of your treasury holdings that will be bitcoin.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 2 of the Amended Form 8-K in response to the Staff’s comment.

 7. To the extent you intend to hedge your bitcoin exposure, please discuss your hedging strategy. To the extent you do not intend
to hedge your bitcoin exposure, revise the bitcoin volatility risk factor to describe the associated risks.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 3 of the Amended Form 8-K in in response to the Staff’s comment.

 8. You state that you would become subject to additional counterparty risks if you pursue strategies to create income streams or otherwise
generate funds using your bitcoin holdings. Please discuss the strategies you are contemplating, the factors you will consider in determining
whether to pursue a particular strategy, and describe the associated risks.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 23 of the Amended Form 8-K in response to the Staff’s comment.

 9. Please disclose the identity of your liquidity provider and disclose the material terms of the agreement, including which party
is responsible for the costs associated with transfers of bitcoin.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 6 of the Amended Form 8-K in response to the Staff’s comment.

However, the Company respectfully disagrees with the Staff’s
request to name the Company’s liquidity providers. The Company submits to the Staff that the names of these third-party service
providers are not meaningful to stockholders. Moreover, disclosure of the names of the service providers is potentially harmful to the
Company as it exposes the Company to the risk of phishing or spoofing or other illegal means to gain unauthorized access to the Company’s
digital assets.

 10. To the extent that future bitcoin purchases will be executed using a time-weighted average price over a pre-arranged time period,
please revise your disclosure as follows:

 · Describe the material aspects of methodology used to calculate the time-weighted
average price of bitcoin.

 · Disclose the pre-arranged time periods for the transfers of bitcoin and
describe how the bitcoin is transferred.

 · To the extent that the average price is calculated by referencing crypto
asset trading platforms, identify the trading platforms, where each trading platform is located and how it is licensed or regulated, and
the criteria and process for selecting particular trading platforms.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 6 of the Amended Form 8-K in response to the Staff’s comment.

Office of Life Sciences

Division of Corporation Finance

July 11, 2024

Page 4

 11. You state that your bitcoins are held in cold storage with a third-party provider. Please identify the third-party custodian and
file the custody agreement as an exhibit to the registration statement. Also disclose and discuss the material aspects of the bitcoin
custody agreement, including the following:

 · Describe how the custodian stores the private keys, including whether
they will be commingled with assets of other customers and the geographic area where they will be stored.

 · Identify who will have access to the private key information and disclose
whether any entity will be responsible for verifying the existence of the bitcoin.

 · Disclose whether the custodian carries insurance for any losses of the
bitcoin it custodies for you. If so, quantify the amount of and character of the insurance, disclose whether the insurance is shared among
the custodian’s customers, and describe any limitations on the custodian’s liability.

 · Identify and describe the regulatory regimes applicable to the custodian
and additional custodians you engage in the future.

 · Discuss your plans to engage additional custodians, including how you
will select a particular custodian and any policies for allocating your bitcoin holdings.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on pages 6 and 7 of the Amended Form 8-K in response to the Staff’s comment. However, the
Company respectfully disagrees with the Staff’s request to name the Company’s custodians, as well as to file the Company’s
custodial agreements as Exhibits to Amendment No. 1. The Company submits to the Staff that neither the names of, nor the ordinary
course agreements with, these third-party service providers provide any meaningful information to stockholders. Moreover, disclosure of
the names of the service providers is potentially harmful to the Company as it exposes the Company to the risk of phishing or spoofing
or other illegal means to gain unauthorized access to the Company’s assets.

Importantly, these third-party service agreements with its custodians
are not “material contracts” for purposes of Item 601(b)(10)(ii) of Regulation S-K.

Under Item 601(b)(10)(ii) of Regulation S-K, if the contract is
such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made
in the ordinary course of business and need not be filed unless it falls within one or more of the following categories, in which case
it shall be filed except where immaterial in amount or significance:

(A) Any contract to which directors, officers, promoters,
voting trustees, security holders named in the registration statement or report, or underwriters are parties other than contracts involving
only the purchase or sale of current assets having a determinable market price, at such market price;

(B) Any contract upon which the registrant’s business
is substantially dependent (emphasis added), as in the case of continuing contracts to sell the major part of registrant’s
products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials or any franchise
or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends
to a material extent (emphasis added);

(C) Any contract calling for the acquisition or sale of
any property, plant or equipment for a consideration exceeding 15 percent of such fixed assets of the registrant on a consolidated basis;
or

(D) Any material lease under which a part of the property
described in the registration statement or report is held by the registrant.

Office of Life Sciences

Division of Corporation Finance

July 11, 2024

Page 5

The Company respectfully advises the Staff that companies who buy and
sell digital assets, routinely enter into custodial agreements in the ordinary course with service providers to engage in market transactions
(buying and selling) and to hold these digital assets. The Company respectfully advises the Staff that these services are offered by multiple
service providers and that the Company has many alternatives from among which to select such services providers. These custodial arrangements
are equivalent to bank accounts, or brokerage accounts, and the Company is not required to exclusively use any one service provider, nor
is the Company required to maintain any relationship with any particular service provider – it is free to contract with as many
(or few) service providers as it would like. Such ordinary course agreements need not be filed as exhibits under Item 601 of Regulation
S-K unless they are contracts upon which the business is substantially dependent. Accordingly, the Company had the option to select (and
did evaluate) multiple custodians prior to selecting its current custodians as its third party service providers for its bitcoin strategy.

Because there are risks associated with storage of digital assets with
a third party custodian, the Company has included risk factor disclosure to this effect on pages 19, 20, and 21 of the Amended Form 8-K.
However, these are the same risks that any issuer faces with any third-party service provider, and neither the Company’s core business
nor its bitcoin strategy is dependent on (let alone substantially dependent on) the services provided by any one custodial arrangement.

While the Company determined to disclose the existence of its custodial
arrangements to provide investors with meaningful information regarding the holding and storage of its digital assets, and about the framework
upon which it is executing its new bitcoin strategy, these third party service agreements are not and will likely never be or become “material
contracts” within the meaning of Item 601(b)(10)(ii) of Regulation S-K.

 12. You state that “no assurance can be provided that our custodially-held bitcoin will not become part of the custodian’s
insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings.” Please add
a separate risk factor describing the specific risks and illustrate with recent examples where such an event has occurred.

RESPONSE: The Company acknowledges the Staff’s comment
and has revised its disclosure on page 23 of the Amended Form 8-K in response to the Staff’s comment.

 13. Please disclose your policies related to forks and airdrops. Also describe the risks associated with forks and airdrops in a separate
risk factor and illustrate these risks by providing an example, with quantification, of the impact that hard forks have had on crypto
assets.

RESPONSE: The Company acknowledges