SANTA
CLARA, Calif., Jan. 23,
2025 /PRNewswire/ -- Semler Scientific, Inc. (Nasdaq:
SMLR) today announced that it intends to offer, subject to market
conditions and other factors, $75.0
million aggregate principal amount of convertible senior
notes due 2030 (the "notes") in a private offering (the "offering")
to persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). Semler Scientific also intends to grant the
initial purchasers of the notes an option to purchase, during a
13-day period beginning on, and including, the first date on which
the notes are issued, up to an additional $15.0 million principal amount of notes.
The notes will be senior unsecured obligations of Semler
Scientific and will accrue interest payable semiannually in
arrears. Upon conversion, Semler Scientific will pay or deliver, as
the case may be, cash, shares of its common stock or a combination
of cash and shares of its common stock, at its election. The
interest rate, initial conversion rate, repurchase or redemption
rights and other terms of the notes will be determined at the time
of pricing of the offering. The offering is subject to market and
other conditions, and there can be no assurance as to whether, when
or on what terms the offering may be completed.
Semler Scientific intends to use a portion of the net proceeds
from the offering to pay the cost of the capped call transactions
described below and the remainder of the net proceeds for general
corporate purposes, including the acquisition of
bitcoin.
In connection with the pricing of the notes, Semler Scientific
expects to enter into privately negotiated capped call transactions
(the "capped call transactions") with one or more of the initial
purchasers or their respective affiliates and/or other financial
institutions (the "option counterparties"). The capped call
transactions will cover, subject to customary adjustments, the
number of shares of Semler Scientific's common stock that will
initially underlie the notes. The capped call transactions are
expected to offset the potential dilution to Semler Scientific's
common stock as a result of any conversion of the notes, with such
reduction subject to a cap. If the initial purchasers exercise
their option to purchase additional notes, Semler Scientific
expects to enter into additional capped call transactions with the
option counterparties.
In connection with establishing their initial hedges of the
capped call transactions, Semler Scientific expects that the option
counterparties and/or their respective affiliates may enter into
various derivative transactions with respect to its common stock
and/or purchase its common stock in secondary market transactions
concurrently with or shortly after the pricing of the notes,
including with certain investors in the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of Semler Scientific's common stock or the notes at that time.
In addition, Semler Scientific expects that the option
counterparties and/or their respective affiliates may modify or
unwind their hedge positions by entering into or unwinding various
derivative transactions and/or purchasing or selling Semler
Scientific's common stock or other securities of Semler Scientific
in secondary market transactions following the pricing of the notes
and prior to the maturity of the notes (and are likely to do so on
each exercise date of the capped call transactions, which are
scheduled to occur during the observation period relating to any
conversion of the notes on or after May 1,
2030 that is not in connection with a redemption, or
following Semler Scientific's election to terminate any portion of
the capped call transactions in connection with any repurchase,
redemption, exchange or early conversion of the notes). This
activity could also cause or avoid an increase or a decrease in the
market price of Semler Scientific's common stock or the notes,
which could affect a noteholder's ability to convert its notes and,
to the extent the activity occurs during any observation period
related to a conversion of notes, it could affect the amount and
value of the consideration that a noteholder will receive upon
conversion of its notes.
Neither the notes, nor the shares of Semler Scientific's common
stock issuable upon conversion of the notes, if any, have been
registered under the Securities Act or any state securities laws,
and unless so registered, may not be offered or sold in
the United States or to, or for
the account or benefit of, U.S. persons, absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of any securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About Semler Scientific
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.
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
express or implied statements about the proposed terms of the notes
and capped call transactions, the completion, timing and size of
the proposed offering of the notes and capped call transactions,
the anticipated use of proceeds from the offering, the potential
impact of the foregoing or related transactions on dilution to
holders of our common stock, the market price of our common stock
or the notes or the conversion price of the notes. 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, including but not
limited to whether we will consummate the offering of notes on the
expected terms or at all, which could differ or change based upon
market conditions or for other reasons, and the other 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.
Investor Relations Contact:
Renae Cormier
Chief Financial
Officer
ir@semlerscientific.com
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SOURCE Semler Scientific, Inc.
