Semler Scientific (NASDAQ:SMLR) Commences Upsized Private Offering of Convertible Senior Notes, Pricing Announced

Semler Scientific, Inc. (NASDAQ:SMLR) has disclosed in an 8-K filing dated January 23, 2025, that it has commenced a private offering of Convertible Senior Notes due 2030. The company announced an offering of $75,000,000 aggregate principal amount of these notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Subsequently, on January 24, 2025, Semler Scientific disclosed the pricing of an upsized private offering of $85,000,000 aggregate principal amount of 4.25% Convertible Senior Notes due 2030, further granting initial purchasers an option to acquire up to an additional $15,000,000 aggregate principal amount of the notes within 13 days of the notes’ issuance.

The convertible notes will be senior unsecured obligations of Semler Scientific, accruing interest semiannually in arrears and set to mature on August 1, 2030. The initial conversion rate of the notes will be 13.0826 shares of Semler Scientific’s common stock per $1,000 principal amount. Also, Semler Scientific may not redeem the notes before August 4, 2028, and has outlined certain terms for potential redemptions and fundamental changes that may affect note conversion rates.

In conjunction with the pricing of the notes, Semler Scientific engaged in capped call transactions with financial institutions. These transactions are intended to offset potential dilution to the company’s common stock and will have an initial cap price of approximately $107.01 per share of Semler Scientific’s common stock, representing a premium of around 75% over the last reported sale price.

The net proceeds from the offering are estimated to be approximately $81.4 million, with plans to allocate $6.6 million towards the cost of the capped call transactions and the rest for general corporate purposes, including the acquisition of Bitcoin. Semler Scientific highlighted that neither the notes nor any shares of common stock issuable upon conversion have been registered under the Securities Act.

Semler Scientific emphasized that the press releases outlining these offerings, along with the 8-K filing, do not constitute an offer to sell or a solicitation to buy any securities. The company encouraged caution, reminding investors of the risks and uncertainties that could impact future results, as outlined in Semler Scientific’s filings with the Securities and Exchange Commission.

Semler Scientific is known for its technology products and services aimed at combating chronic diseases, with QuantaFlo® being a flagship product used for diagnosing cardiovascular diseases. Additionally, the company has taken an interest in investing in Bitcoin and has integrated it as a primary treasury asset.

It’s important to note that Semler Scientific’s forward-looking statements are subject to risks and uncertainties, and the actual results may deviate from the anticipated outcomes presented in this release. The company has expressed its commitment to provide updates or revisions when necessary, in compliance with legal requirements.

For further information or investor inquiries, Semler Scientific’s Chief Financial Officer Renae Cormier can be reached at [email protected].

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Semler Scientific’s 8K filing here.

About Semler Scientific

Semler Scientific, Inc provides technology solutions to enhance the clinical effectiveness and efficiency of healthcare providers in the United States. The company’s products include QuantaFlo, a four-minute in-office blood flow test that enables healthcare providers to use blood flow measurements as part of their examinations of a patient’s vascular condition.