Semler Scientific, a medical technology company, plans to raise $75 million through a private offering of convertible senior notes to expand its Bitcoin strategy and support corporate initiatives. The notes, due in 2030, can be converted into cash or stock, with a $15 million option for initial purchasers. To mitigate stock dilution from note conversions, Semler will engage in capped call transactions. Despite a recent 99.3% BTC yield, the announcement led to a 12.5% decline in Semler's stock, reflecting market concerns. The company holds 2,321 Bitcoins and reported an unrealized Bitcoin gain of $28.9 million. Additionally, Binance founder Changpeng Zhao confirmed the prospect of a US Strategic Bitcoin Reserve.

HIGHLIGHTS Semler Scientific aims to raise $75M via convertible notes to acquire Bitcoin and fund corporate initiatives. The $75M offering includes a $15M option for initial purchasers, with notes convertible to cash or stock. Semler plans capped call transactions to offset dilution from note conversions, hedging stock-related risks. Semler Scientific, a medical technology company, announced its intention to raise $75 million through a private offering of convertible senior notes due 2030. This move aligns with the company’s ongoing focus on expanding its Bitcoin strategy while addressing other corporate financial objectives. The offering also includes an option for initial purchasers to acquire an additional $15 million in notes.
Semler Scientific Unveils $75M Private Offering to Advance Bitcoin Strategy
In a recent press release, Semler Scientific revealed plans to raise $75 million through a private offering of convertible senior notes. The notes, set to mature in 2030, will accrue interest payable semiannually and will be senior unsecured obligations of the company. Investors can convert the notes into cash, shares of Semler Scientific stock, or a combination of both.

The offering is designed to provide Semler Scientific with additional financial resources, specifically targeting its Bitcoin strategy. A portion of the proceeds will also support general corporate initiatives. The company has emphasized that the terms of the notes, including interest and conversion rates, will be finalized during the offering’s pricing stage.

More so, this move comes days after the medical technology company achieved a 99.3% BTC Yield, reflecting the strength of its Bitcoin treasury strategy. The recent acquisition, supported by proceeds from its ATM offering, raised Semler Scientific's BTC holdings.
Capped Call Transactions To Mitigate Stock Dilution
As part of the offering, Semler Scientific plans to engage in capped call transactions with financial institutions. These transactions will reduce the impact of dilution on the company’s common stock arising from note conversions. The capped call agreements are expected to cover the initial number of shares underlying the notes, with provisions for adjustment.

To facilitate the capped call transactions, Semler Scientific and its counterparties may conduct various derivative transactions or purchase company stock shares. These activities could influence the market prices of the notes and the company’s stock.

Additionally, the company expects these counterparties to adjust their hedging strategies during the note observation period. This activity, or any response to early note conversions, could potentially impact the stock's value.
Stock Declines Amid Announcement
Following the announcement, Semler Scientific Inc (SMLR) stock experienced a 12.5% decline, reflecting market concerns over potential share dilution. Investors are reacting cautiously to the issuance of convertible senior notes despite the company’s BTC profits.

Preliminary financial results for Q4 2024 indicate revenues between $12.1 million and $12.5 million, with operating income ranging from $3.4 million to $3.7 million. Semler Scientific also reported an unrealized Bitcoin gain of $28.9 million, showcasing the benefits of its treasury strategy.

The company’s Bitcoin holdings total 2,321 Bitcoins, acquired at an average price of $82,689 per coin. As of December 31, 2024, Semler Scientific held approximately $9 million in cash and equivalents, signaling strong liquidity to support its future initiatives.

Meanwhile, Binance founder Changpeng Zhao has confirmed the prospect of a strategic Bitcoin reserve through a recent X post. He expressed confidence in the initiative, stating, “US Strategic Bitcoin Reserve, pretty much confirmed.” Adding a humorous note, Zhao remarked that “crypto is moving at crypto speed again,” reflecting optimism for growth.

Semler Scientific's $75M Convertible Notes Offering to Boost Bitcoin Strategy