Semler Scientific® Announces Proposed Private Offering of $75.0 Million of Convertible Senior Notes

Core Viewpoint - Semler Scientific, Inc. plans to offer $75 million in convertible senior notes due 2030, with an option for an additional$15 million, to qualified institutional buyers, subject to market conditions [1][2] Group 1: Offering Details - The notes will be senior unsecured obligations, accruing interest payable semiannually, with conversion options including cash, common stock, or a combination [2] - The interest rate and other terms will be determined at the time of pricing the offering, which is subject to market conditions [2] Group 2: Use of Proceeds - A portion of the net proceeds will be used for capped call transactions, while the remainder will be allocated for general corporate purposes, including the acquisition of bitcoin [3] Group 3: Capped Call Transactions - Semler Scientific expects to enter into capped call transactions to offset potential dilution from the conversion of the notes, with adjustments based on the number of shares underlying the notes [4] - If additional notes are purchased, further capped call transactions are anticipated [4] Group 4: Market Activity - The option counterparties may engage in derivative transactions and purchase common stock, which could influence the market price of Semler Scientific's common stock and the notes [5][6] Group 5: Company Overview - Semler Scientific is focused on developing technology products for healthcare providers, with its flagship product, QuantaFlo®, aiding in the diagnosis of cardiovascular diseases [9] - The company has adopted bitcoin as its primary treasury asset, indicating a strategic investment approach [9]