Key Takeaways
- Semler Scientific plans a $75M offering of convertible senior notes due 2030.
- Proceeds will fund capped call transactions and Bitcoin acquisitions.
- Capped call transactions aim to minimize dilution from note conversions.
Semler Scientific, Inc. (Nasdaq: SMLR) has announced its intent to offer $75 million in aggregate principal amount of convertible senior notes due 2030.
The private offering will be conducted under Rule 144A of the Securities Act and is subject to market conditions.
An additional $15 million in notes may be offered to initial purchasers within 13 days of issuance.
Note terms
The notes, which will be senior unsecured obligations, will accrue semiannual interest.
Upon conversion, Semler may choose to pay in cash, common stock, or a combination of both.
Key terms such as interest rates, conversion rates, and redemption rights will be finalized during the pricing phase.
Use of proceeds
Semler plans to use the proceeds for capped call transactions and general corporate purposes, including acquiring Bitcoin, which has been adopted as its primary treasury asset.
The capped call transactions aim to minimize potential stock dilution from note conversions by covering shares underlying the notes, subject to an upper cap.
Market impact
The company anticipates derivative and market activity from counterparties to these capped call transactions, which could impact the market price of its stock or notes.
Regulatory status
Notably, the notes and any shares issued upon conversion are unregistered under the Securities Act and can only be sold under specific exemptions.
Company background
Semler Scientific is known for its flagship product, QuantaFlo®, a rapid diagnostic tool for cardiovascular disease, and has positioned Bitcoin as a strategic part of its financial strategy.
