Full Press Release Details
Semler Scientific Announces
BTC and ATM Activity
Raised $21.5 million; Purchased Additional
215 BTC; Now Holds 1,273 BTC
with BTC Yield of 37.3%
Santa Clara, CA - November 18, 2024 - Semler
Scientific, Inc. (Nasdaq: SMLR), a pioneer in developing and marketing technology products
and services to healthcare providers to combat chronic diseases, today announced updates regarding its bitcoin activity and holdings,
capital markets activity, and BTC yield, a key performance indicator that it recently adopted.
Semler Scientific announced that, during the period between November 6,
2024 and November 15, 2024, it acquired 215 bitcoins for $17.7 million in cash, at an average price of $82,502 per bitcoin, inclusive
of fees and expenses.
As of November 15, 2024, Semler Scientific held an aggregate of
1,273 bitcoins, which were acquired at an aggregate purchase price of $88.7 million and an average purchase price of $69,682 per bitcoin,
inclusive of fees and expenses.
As previously disclosed in Semler Scientific's registration statement
on Form S-3 that became effective on August 13, 2024, Semler Scientific entered into a Controlled Equity Offeringsm
Sales Agreement (the Sales Agreement) with Cantor Fitzgerald & Co., pursuant to which Semler Scientific may issue and sell from
time to time up to $50.0 million of its common stock in an at-the-market (ATM) offering. Since the effective date of the S-3 and as of
November 15, 2024, Semler Scientific had sold an aggregate of 505,544 shares under the Sales Agreement for aggregate net proceeds
(less sales commissions) of $21.5 million.
BTC Yield as a Key Performance Indicator (KPI)
From October 1, 2024 to November 15, 2024, Semler Scientific's
BTC Yield was 18.9%. From July 1, 2024 (the quarter after Semler Scientific adopted its bitcoin treasury strategy) to November 15,
2024, Semler Scientific's BTC Yield was 37.3%.
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.
"We have achieved a BTC Yield of 37.3% since adopting our bitcoin
treasury strategy in the second quarter of this year," said Eric Semler, chairman of Semler Scientific. "We believe this demonstrates
substantial bitcoin accretion for our stakeholders."
BTC Yield and Basic and Assumed Diluted Shares Outstanding
| 6/30/2024 | 9/30/2024 | 11/15/2024 | |||||||
| Total Bitcoin Holdings | 877 | 1,018 | 1,273 | ||||||
| Basic Shares Outstanding ( 000) | 6,987 | 7,120 | 7,693 | ||||||
| Options Outstanding | 1,098 | 1,013 | 858 | ||||||
| Assumed Diluted Shares Outstanding (1) | 8,086 | 8,133 | 8,551 | ||||||
| BTC Yield % (10/1/24 to 11/15/24) | 18.9 | % | |||||||
| BTC Yield % (7/1/2024 to 11/15/2024) | 37.3 | % |
Important Information about BTC Yield KPI
BTC Yield is a KPI that represents the percentage change period-to-period
of the ratio between Semler Scientific's bitcoin holdings and its Assumed Diluted Shares Outstanding. Assumed Diluted Shares Outstanding
refers to the aggregate of Semler Scientific's actual shares of common stock outstanding as of the end of each period plus all additional
shares that would result from the assumed exercise of all outstanding stock option awards. Assumed Diluted Shares Outstanding is not calculated
using the treasury method and does not take into account any vesting conditions or the exercise price of any stock option awards.
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 its decision to fund the purchase of bitcoin by issuing additional
shares of its common stock. When Semler Scientific uses this KPI, management also takes into account the various limitations of this metric.
Additionally, this KPI is not, and should not be understood as, an
operating performance measure or a financial or liquidity measure. In particular, BTC Yield is not equivalent to a "yield"
in the traditional financial context. It is not a measure of the return on investment Semler Scientific's stockholders may have
achieved historically or can achieve in the future by purchasing stock of Semler Scientific, or a measure of income generated by Semler
Scientific's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure
of the performance of its business or assets.
The trading price of Semler Scientific's common stock is informed
by numerous factors in addition to the amount of bitcoins Semler Scientific holds and number of actual or potential shares of its stock
outstanding. As a result, the market value of Semler Scientific's shares may trade at a discount or a premium relative to the market
value of the bitcoin Semler Scientific holds. BTC Yield is not indicative nor predictive of the trading price of Semler Scientific's
shares of common stock.
As noted above, this KPI is narrow in its purpose and is used by management
to assist in assessing whether Semler Scientific is using equity capital in a manner accretive to stockholders solely as it pertains to
its bitcoin holdings.
In calculating this KPI, Semler Scientific does not take into account
the source of capital used for the acquisition of its bitcoin. Semler Scientific notes in particular, it has acquired bitcoin using cash
flow from operations, as well as proceeds from the sale of shares in the ATM equity offering. Accordingly, this metric might overstate
or understate the accretive nature of Semler Scientific's use of equity capital to buy bitcoin because not all bitcoin may be acquired
using proceeds of equity offerings and not all issuances of equity may involve the acquisition of bitcoin.
Semler Scientific's ability to achieve positive BTC Yield may
depend on a variety of factors, including its ability to generate cash from operations in excess of its fixed charges and other expenses,
as well as factors outside of its control, such as the availability of debt and equity financing on favorable terms. Past performance
is not indicative of future results.
Semler Scientific has historically not paid dividends on its shares
of common stock, and by presenting this KPI, Semler Scientific makes no suggestion that it intends to do so in the future. Ownership of
common stock does not represent an ownership interest in the bitcoin Semler Scientific holds.
Investors should rely on the financial statements and other disclosures
contained in Semler Scientific's SEC filings. This KPI is merely a supplement, not a substitute. It should be used only by sophisticated
investors who understand its limited purpose and many limitations.
No Offer or Solicitation
This press release does not and shall not constitute an offer to sell
or a solicitation of an offer to buy any securities of Semler Scientific, Inc., nor shall there be any offer, solicitation or sale
of such securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About Semler Scientific, Inc.:
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 , which is patented and cleared by the U.S. Food and Drug Administration (FDA), is a rapid point-of-care test that
measures arterial blood flow in the extremities. The QuantaFlo test aids in the diagnosis of cardiovascular diseases, such as peripheral
arterial disease (PAD), and Semler Scientific is seeking a new 510(k) clearance for expanded indications. QuantaFlo is used by healthcare
providers to evaluate their patient's risk of mortality and major adverse cardiovascular events (MACE). Semler Scientific also invests
in bitcoin and has adopted Bitcoin as its primary treasury asset. Additional information about Semler Scientific can be found at www.semlerscientific.com.
Chief Financial Officer
SOURCE: Semler Scientific, Inc.