Semler Scientific, Inc. (NASDAQ: SMLR) has announced its intention to offer $75.0 million aggregate principal amount of convertible senior notes due 2030 in a private offering to qualified institutional buyers. The company also plans to grant the initial purchasers of the notes an option to purchase 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, the company 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. 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.
Semler Scientific intends to use a portion of the net proceeds from the offering to pay the cost of capped call transactions and the remainder for general corporate purposes, including the acquisition of bitcoin. 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.
In connection with the offering, Semler Scientific expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions. The capped call transactions will cover the number of shares of Semler Scientific’s common stock that will initially underlie the notes.
Neither the notes nor the shares of Semler Scientific’s common stock issuable upon conversion of the notes have been registered under the securities act or any state securities laws.
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®, is a rapid point-of-care test that measures arterial blood flow in the extremities and is used by healthcare providers to evaluate their patient’s risk of mortality and major adverse cardiovascular events. Semler Scientific also invests in bitcoin and has adopted bitcoin as its primary treasury asset. The market has reacted to these announcements by moving the company's shares -9.9% to a price of $55.1. For the full picture, make sure to review Semler Scientific's 8-K report.
