Semler Scientific Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events
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Item 7.01. Regulation FD Disclosure.
Bitcoin Dashboard
Semler Scientific, Inc. (Semler Scientific) maintains a dashboard on its website, www.semlerscientific.com, as a disclosure channel to provide broad, non-exclusionary distribution of information regarding Semler Scientific’s Bitcoin holdings to the public. Some of the information distributed through the website dashboard may be considered material information. Semler Scientific intends to use this website dashboard as a means of complying with its disclosure obligations under Regulation FD. The website dashboard will include information regarding market data for Semler Scientific’s common stock and Bitcoin, BTC Yield, BTC Gain and BTC $ Gain KPIs, Bitcoin purchases, Bitcoin holdings, and other related information. Investors and others are encouraged to regularly review the information that Semler Scientific makes public via the website dashboard.
Furnished Information
The information contained in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
ATM Update
On April 15, 2025, Semler Scientific, entered into a Controlled Equity OfferingSM Sales Agreement with Barclays Capital Inc., Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC, pursuant to which it may issue and sell from time to time up to $500.0 million of its common stock in an at-the-market (ATM) offering program. As of May 22, 2025, Semler Scientific has issued and sold 3,003,488 shares of its common stock for an aggregate net proceeds of approximately $114.8 million under this sales agreement.
BTC Update
Between May 13, 2025 and May 22, 2025, Semler Scientific acquired 455 Bitcoin for $50.0 million with an average purchase price of $109,801 per Bitcoin, inclusive of fees and expenses, using proceeds from its ATM offering program. As of May 22, 2025, Semler Scientific held 4,264 Bitcoin, which were acquired for an aggregate of $390.0 million at an average purchase price of $91,471 per Bitcoin, inclusive of fees and expenses and had a market value of $474.4 million based on the price of Bitcoin as reported on the Coinbase exchange as of 4:00 p.m. ET on such date.
BTC Yield as a Key Performance Indicator (KPI)
Semler Scientific’s BTC Yield was 25.8% YTD through May 22, 2025. 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 or instruments convertible to common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 23, 2025 | By: | /s/ Renae Cormier |
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| Name: Renae Cormier |
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||