8-K: Semler Scientific Issues Shares, Acquires More Bitcoin, and Highlights BTC Yield as Key Performance Indicator

Semler Scientific updates investors on its ATM offering, recent Bitcoin acquisitions, and the use of BTC Yield as a key performance indicator.

Summary

• Semler Scientific has been actively issuing and selling shares of its common stock through an at-the-market (ATM) offering program.
• As of May 2, 2025, the company has sold 1,166,100 shares, generating net proceeds of approximately $39.8 million.
• Between April 30, 2025, and May 2, 2025, Semler Scientific acquired 167 bitcoins (BTC) for $16.2 million, with an average purchase price of $97,093 per bitcoin.
• As of May 2, 2025, the company holds 3,634 bitcoins acquired for an aggregate of $322.3 million, with a market value of $352.4 million.
• Semler Scientific is using BTC Yield, which was 22.2% YTD through May 2, 2025, as a Key Performance Indicator (KPI) to assess the performance of its Bitcoin acquisition strategy.
• The company emphasizes that BTC Yield is not a traditional financial measure and has limitations, including assumptions about convertible notes and capped calls.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The company is actively raising capital and investing in Bitcoin, but there are also risks associated with this strategy.

Positives

• Semler Scientific has successfully raised capital through its ATM offering.
• The company has increased its Bitcoin holdings.
• Semler Scientific is actively monitoring the performance of its Bitcoin strategy using BTC Yield as a KPI.

Negatives

• The company is issuing shares, which could dilute existing shareholders.
• The company is investing heavily in Bitcoin, which is a volatile asset.
• The company's BTC Yield KPI has limitations and should not be considered a traditional financial measure.

Risks

• The price of Bitcoin is volatile and could decline significantly.
• The company's Bitcoin strategy may not be accretive to shareholders.
• The company's BTC Yield KPI has limitations and may not accurately reflect the performance of its Bitcoin strategy.
• The company's ability to achieve positive BTC Yield depends on factors outside of its control, such as the availability of debt and equity financing on favorable terms.

Future Outlook

The document does not provide specific forward-looking statements beyond the ongoing ATM offering program and the continued use of BTC Yield as a KPI.

Management Comments

• Semler Scientific believes BTC Yield 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 or instruments convertible to common stock.
• Management also takes into account the various limitations of this metric, including that it assumes the outstanding convertible notes will be converted into shares of common stock and the capped calls will be settled in accordance with their respective terms.

Industry Context

Semler Scientific's strategy of investing in Bitcoin and using BTC Yield as a KPI is unusual. Most companies do not hold Bitcoin as a primary treasury asset or use a metric like BTC Yield. Other companies in the technology or healthcare sectors are unlikely to have similar strategies.

Comparison to Industry Standards

• Semler Scientific's approach of holding Bitcoin as a treasury asset is not standard practice among publicly traded companies.
• Companies like MicroStrategy have also invested heavily in Bitcoin, but it is not a widespread practice.
• The use of BTC Yield as a KPI is unique to Semler Scientific and does not have a direct comparison to industry-standard financial metrics.

Stakeholder Impact

• Shareholders may be impacted by the dilution of shares due to the ATM offering.
• Shareholders are exposed to the volatility of Bitcoin through the company's investment strategy.

Key Dates

Keywords

Bitcoin, ATM offering, BTC Yield, Key Performance Indicator, Shares, Semler Scientific, KPI