Semler Scientific® Announces Updated BTC and ATM Activity; Purchased Additional 237 BTC; Now Holds 2,321 BTC; BTC Yield of 99.3%

Rhea-AI Summary

Semler Scientific (NASDAQ: SMLR) has reported significant bitcoin acquisition activity between December 16, 2024, and January 10, 2025, purchasing 237 bitcoins for $23.3 million at an average price of $98,267 per bitcoin. The company's total bitcoin holdings now stand at 2,321 BTC, acquired for $191.9 million at an average price of $82,687 per bitcoin.

The company has expanded its ATM offering with Cantor Fitzgerald, increasing the total amount to $150 million, of which $121.8 million has been generated in gross proceeds. Semler's BTC Yield, a key performance indicator measuring the ratio between bitcoin holdings and assumed diluted shares, reached 72.6% from October to January and 99.3% since July 2024.

The company's basic shares outstanding increased from 6,988,000 in June 2024 to 9,597,000 in January 2025, with assumed diluted shares rising from 8,086,000 to 10,738,000 during the same period.

Positive

• Significant bitcoin acquisition of 237 BTC, expanding total holdings to 2,321 BTC
• Successfully raised $121.8M through ATM offering
• Strong BTC Yield performance of 99.3% since strategy implementation

Negative

• Substantial share dilution with basic shares increasing by 37% from June 2024 to January 2025
• High average BTC purchase price of $98,267 in recent acquisitions
• Significant capital allocation to volatile cryptocurrency assets ($191.9M)

Insights

Financial Analyst

This update reveals substantial bitcoin acquisition activity and capital raising efforts by Semler Scientific. The company purchased 237 BTC at an average price of $98,267 per bitcoin, bringing total holdings to 2,321 BTC acquired at $191.9 million. The ATM offering has successfully raised $121.8 million in gross proceeds, demonstrating strong market interest. The company's BTC Yield of 99.3% since strategy inception indicates their bitcoin accumulation has outpaced share dilution.

However, shareholder dilution is significant, with basic shares outstanding increasing from 6.99M to 9.60M. The company is effectively converting shareholder equity into bitcoin exposure, a highly volatile asset. While the BTC holdings represent about 40% of Semler's market cap, this aggressive treasury strategy introduces substantial risk and fundamentally alters the company's risk profile from a pure healthcare technology play to a hybrid bitcoin investment vehicle.

Market Research Analyst

The market dynamics here are fascinating. Semler is executing a bold pivot by transforming substantial portions of its equity into bitcoin holdings during a period of rising BTC prices. Their average acquisition price of $82,687 per BTC sits below current market prices, suggesting unrealized gains. However, this strategy introduces significant correlation to crypto markets, potentially alienating traditional healthcare investors while attracting crypto-focused investors.

The rapid pace of share issuance through the ATM offering - raising $121.8 million out of a $150 million authorization - indicates strong market demand for this hybrid exposure model. Yet this comes at the cost of diluting existing shareholders by approximately 37% in just six months. The market is essentially pricing Semler as a bitcoin proxy with a healthcare business attached, fundamentally changing its investment thesis.

Legal Expert

The extensive disclaimers and detailed explanations around the BTC Yield KPI reflect careful regulatory compliance amid an unconventional treasury strategy. The company appropriately emphasizes this metric's limitations and explicitly states it's not a traditional yield measure. The structured approach to capital raising through a registered S-3 shelf and ATM offering provides a compliant framework for this bitcoin accumulation strategy.

However, this transformation of a healthcare technology company into a significant bitcoin holder raises potential regulatory and fiduciary duty considerations. The board's decision to allocate substantial shareholder capital to a volatile cryptocurrency represents a material shift in business strategy and risk profile. The detailed disclosures appear designed to shield against potential shareholder litigation while navigating an evolving regulatory landscape around corporate bitcoin holdings.

SANTA CLARA, Calif., Jan. 13, 2025 /PRNewswire/ -- Semler Scientific, Inc. (Nasdaq: SMLR), a pioneer in developing and marketing technology products and services to healthcare providers to combat chronic diseases, today announced updates regarding its bitcoin (BTC) activity and holdings, capital markets activity, and BTC Yield, a key performance indicator.

BTC Update

Between December 16, 2024 and January 10, 2025, Semler Scientific acquired 237 bitcoins for $23.3 million with proceeds generated from its at-the-market (ATM) offering and operating cash flow at an average price of $98,267 per bitcoin, inclusive of fees and expenses. As of January 10, 2025, Semler Scientific held 2,321 bitcoins, which were acquired for an aggregate $191.9 million at an average purchase price of $82,687 per bitcoin, inclusive of fees and expenses.

ATM Update

As previously disclosed in Semler Scientific's registration statement on Form S-3 that became effective on August 13, 2024 (the S-3 Shelf), Semler Scientific entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (Cantor), pursuant to which Semler Scientific may offer and sell from time to time its common stock in an ATM offering.

On December 16, 2024, Semler Scientific filed a second prospectus supplement to its S-3 Shelf to offer an additional $50.0 million of shares under its existing ATM offering with Cantor, increasing the total amount offered under the ATM to $150.0 million.  As of January 10, 2025, Semler Scientific has generated approximately $121.8 million of gross proceeds from sales under the ATM offering.

BTC Yield as a Key Performance Indicator (KPI)

From October 1, 2024 to January 10, 2025, Semler Scientific's BTC Yield was 72.6%. From July 1, 2024 (the quarter after Semler Scientific adopted its bitcoin treasury strategy) to January 10, 2025, Semler Scientific's BTC Yield was 99.3%.

Semler Scientific uses BTC Yield as a KPI to help assess the performance of its strategy of acquiring bitcoin in a manner Semler Scientific believes is accretive to stockholders. Semler Scientific believes this KPI can be used to supplement an investor's understanding of Semler Scientific's decision to fund the purchase of bitcoin by issuing additional shares of its common stock.

BTC Yield and Basic and Assumed Diluted Shares Outstanding
	6/30/2024		9/30/2024		1/10/2025
Total Bitcoin Holdings	877		1,018		2,321
Basic Shares Outstanding ('000)	6,988		7,120		9,597
Options Outstanding	1,098		1,013		1,141
Assumed Diluted Shares Outstanding (1)	8,086		8,133		10,738
BTC Yield % (10/1/24 to 1/10/25)					72.6 %
BTC Yield % (7/1/24 to 1/10/25)					99.3 %

(1)	Assumed Diluted Shares Outstanding refers to the aggregate of Semler Scientific's Basic Shares outstanding as of the end of each period plus all the additional shares that would result from the assumed exercise of all outstanding stock option awards. Assumed Diluted Shares Outstanding is not calculated using the treasury method and does not take into account any vesting conditions or the exercise price of any stock option awards.

Important Information about BTC Yield KPI

BTC Yield is a KPI that represents the percentage change period-to-period of the ratio between Semler Scientific's bitcoin holdings and its Assumed Diluted Shares Outstanding. Assumed Diluted Shares Outstanding refers to the aggregate of Semler Scientific's actual shares of common stock outstanding as of the end of each period plus all additional shares that would result from the assumed exercise of all outstanding stock option awards. Assumed Diluted Shares Outstanding is not calculated using the treasury method and does not take into account any vesting conditions or the exercise price of any stock option awards.

Semler Scientific uses BTC Yield as a KPI to help assess the performance of its strategy of acquiring bitcoin in a manner Semler Scientific believes is accretive to stockholders. Semler Scientific believes this KPI can be used to supplement an investor's understanding of its decision to fund the purchase of bitcoin by issuing additional shares of its common stock. When Semler Scientific uses this KPI, management also takes into account the various limitations of this metric.

Additionally, this KPI is not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular, BTC Yield is not equivalent to a "yield" in the traditional financial context. It is not a measure of the return on investment Semler Scientific's stockholders may have achieved historically or can achieve in the future by purchasing stock of Semler Scientific, or a measure of income generated by Semler Scientific's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets.

The trading price of Semler Scientific's common stock is informed by numerous factors in addition to the amount of bitcoins Semler Scientific holds and number of actual or potential shares of its stock outstanding. As a result, the market value of Semler Scientific's shares may trade at a discount or a premium relative to the market value of the bitcoin Semler Scientific holds. BTC Yield is not indicative nor predictive of the trading price of Semler Scientific's shares of common stock. As noted above, this KPI is narrow in its purpose and is used by management to assist in assessing whether Semler Scientific is using equity capital in a manner accretive to stockholders solely as it pertains to its bitcoin holdings.

In calculating this KPI, Semler Scientific does not take into account the source of capital used for the acquisition of its bitcoin. Semler Scientific notes in particular, it has acquired bitcoin using cash flow from operations, as well as proceeds from the sale of shares in the ATM offering. Accordingly, this metric might overstate or understate the accretive nature of Semler Scientific's use of equity capital to buy bitcoin because not all bitcoin may be acquired using proceeds of equity offerings and not all issuances of equity may involve the acquisition of bitcoin.

Semler Scientific's ability to achieve positive BTC Yield may depend on a variety of factors, including its ability to generate cash from operations in excess of its fixed charges and other expenses, as well as factors outside of its control, such as the availability of debt and equity financing on favorable terms. Past performance is not indicative of future results.

Semler Scientific has historically not paid dividends on its shares of common stock, and by presenting this KPI, Semler Scientific makes no suggestion that it intends to do so in the future. Ownership of common stock does not represent an ownership interest in the bitcoin Semler Scientific holds.

Investors should rely on the financial statements and other disclosures contained in Semler Scientific's SEC filings. This KPI is merely a supplement, not a substitute. It should be used only by sophisticated investors who understand its limited purpose and many limitations.

Forward-Looking Statements

This press release contains "forward-looking" statements. Such statements can be identified by, among other things, the use of forward-looking language such as the words "believe," "goal," "may," "will," "intend," "expect," "anticipate," "estimate," "project," "would," "could" or words with similar meaning or the negatives of these terms or by the discussion of strategy or intentions. The forward-looking statements in this release include statements regarding acquiring and holding bitcoin; its BTC yield; and other express or implied statements regarding the ATM offering and its healthcare business. Such forward-looking statements are subject to a number of risks and uncertainties that could cause Semler Scientific's actual results to differ materially from those discussed here, such as risks investing in bitcoin, including bitcoin's volatility; risk of implementing a bitcoin treasury strategy; along with those other risks related to its healthcare business and the risk factors detailed in Semler Scientific's filings with the Securities and Exchange Commission. These forward-looking statements involve assumptions, estimates, and uncertainties that reflect current internal projections, expectations or beliefs. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements contained in this press release are qualified in their entirety by these cautionary statements and the risk factors described above. Furthermore, all such statements are made as of the date of this press release and Semler Scientific assumes no obligation to update or revise these statements unless otherwise required by law.

No Offer or Solicitation

This press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Semler Scientific, nor shall there be any offer, solicitation or sale of such securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Any shares of common stock offered in the ATM offering will be sold pursuant to Semler Scientific's S-3 Shelf (Registration No. 333-280013), the related prospectus, which was declared effective by the Securities and Exchange Commission (the SEC) on August 13, 2024, as supplemented by the prospectus supplement filed on December 16, 2024. Copies of the prospectus supplement and accompanying prospectus relating to the ATM offering may be obtained by visiting EDGAR on the SEC's website at www.sec.gov. or may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, New York 10022, or by email at prospectus@cantor.com. 

About Semler Scientific, Inc.:

Semler Scientific, Inc. is a pioneer in developing and marketing technology products and services to healthcare providers to combat chronic diseases. Its flagship product, QuantaFlo®, which is patented and cleared by the U.S. Food and Drug Administration (FDA), is a rapid point-of-care test that measures arterial blood flow in the extremities. The QuantaFlo test aids in the diagnosis of cardiovascular diseases, such as peripheral arterial disease (PAD), and Semler Scientific is seeking a new 510(k) clearance for expanded indications. QuantaFlo is used by healthcare providers to evaluate their patient's risk of mortality and major adverse cardiovascular events (MACE). Semler Scientific also invests in bitcoin and has adopted Bitcoin as its primary treasury asset.

INVESTOR CONTACT:

Renae Cormier
Chief Financial Officer
ir@semlerscientific.com 

 

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SOURCE Semler Scientific, Inc.

FAQ

How many bitcoins does Semler Scientific (SMLR) currently hold as of January 2025?

As of January 10, 2025, Semler Scientific holds 2,321 bitcoins, acquired for an aggregate $191.9 million at an average purchase price of $82,687 per bitcoin.

What is SMLR's BTC Yield performance from July 2024 to January 2025?

Semler Scientific's BTC Yield from July 1, 2024 to January 10, 2025 was 99.3%.

How much has Semler Scientific (SMLR) raised through its ATM offering?

As of January 10, 2025, Semler Scientific has generated approximately $121.8 million of gross proceeds from sales under the ATM offering.

What was the average purchase price of SMLR's recent bitcoin acquisition in December 2024-January 2025?

Between December 16, 2024 and January 10, 2025, Semler Scientific acquired bitcoin at an average price of $98,267 per bitcoin, inclusive of fees and expenses.

How many shares does Semler Scientific (SMLR) have outstanding as of January 2025?

As of January 10, 2025, Semler Scientific has 9,597,000 basic shares outstanding and 10,738,000 assumed diluted shares outstanding.