Semler Scientific® Announces Pricing of Upsized Offering of $85.0 Million Convertible Senior Notes

Core Viewpoint - Semler Scientific, Inc. has announced an upsized offering of $85 million in 4.25$75 million, with the offering expected to close on January 28, 2025 [1] Key Elements of the Transaction - The notes will be senior unsecured obligations accruing interest at 4.25% per year, maturing on August 1, 2030, with an initial conversion rate of 13.0826 shares per $1,000 principal amount, equating to a conversion price of approximately$76.44 per share, representing a 25% premium over the last reported sale price on January 23, 2025 [2][3] - Semler Scientific may redeem the notes starting August 4, 2028, if certain stock price conditions are met, at a redemption price equal to 100% of the principal amount plus accrued interest [3] - In the event of a "fundamental change," noteholders may require Semler Scientific to repurchase their notes at 100% of the principal amount plus accrued interest [4] Use of Proceeds - The estimated net proceeds from the offering will be approximately $81.4 million, or$95.8 million if the option for additional notes is fully exercised, with approximately $6.6 million allocated for capped call transactions and the remainder for general corporate purposes, including Bitcoin acquisition [5] Capped Call Transactions - Capped call transactions have been entered into to offset potential dilution from the conversion of notes, with an initial cap price of approximately$107.01 per share, representing a 75% premium over the last reported sale price on January 23, 2025 [7][8] - The option counterparties may engage in derivative transactions and purchase Semler Scientific's common stock, which could influence the market price of the stock and the notes [9][10] Company Overview - Semler Scientific, Inc. specializes in technology products and services for healthcare providers, particularly in combating chronic diseases, with its flagship product QuantaFlo® aiding in the diagnosis of cardiovascular diseases [13]