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
OfferingSM 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.