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SANTA CLARA, Calif. - Semler Scientific, Inc. (NASDAQ: NASDAQ:SMLR), a healthcare technology company with impressive gross profit margins of 88% and strong financial health according to InvestingPro analysis, has upsized its private offering to $85 million in convertible senior notes, a move from the initially proposed $75 million. The notes, due in 2030, carry a 4.25% interest rate and are aimed at qualified institutional buyers. The transaction includes an option for the initial purchasers to buy an additional $15 million in notes within a 13-day period starting from the issuance date. The completion of the sale is anticipated on January 28, 2025, pending customary closing conditions.
The notes will be senior unsecured obligations, accruing interest semiannually and maturing on August 1, 2030, unless earlier converted, redeemed, or repurchased. The conversion rate is set at 13.0826 shares of Semler Scientific's common stock per $1,000 principal amount of notes, which is about a 25% premium over the stock's last reported sale price on the Nasdaq Capital Market on January 23, 2025.
Semler Scientific cannot redeem the notes before August 4, 2028. However, post this date and prior to the maturity date, the company may opt to redeem the notes for cash if the stock's sale price exceeds 130% of the conversion price for a specified period. In the event of a "fundamental change," as defined in the indenture governing the notes, holders may require the company to repurchase the notes for cash.
The net proceeds from the offering are estimated to be approximately $81.4 million, or about $95.8 million if the additional notes option is fully exercised. The company, currently valued at $567 million, maintains a healthy current ratio of 3.14, indicating strong liquidity position. According to InvestingPro data, the stock has shown remarkable momentum with an 86% return over the past six months, though it currently trades above its Fair Value. After deducting initial purchasers' discounts and estimated offering expenses, Semler Scientific plans to allocate approximately $6.6 million to fund capped call transactions, which are expected to reduce potential stock dilution from note conversions. The remainder of the proceeds is intended for general corporate purposes, including the acquisition of bitcoin.
Concurrently with the pricing of the notes, Semler Scientific has entered into capped call transactions with certain financial institutions. These transactions are designed to offset potential dilution from note conversions and are subject to a cap price of approximately $107.01 per share, representing a 75% premium over the stock's last reported sale price.
The offering and sale of the notes and any shares of Semler Scientific's common stock issuable upon conversion have not been registered under the Securities Act or any state securities laws. Therefore, they may not be offered or sold without registration or an applicable exemption from the registration requirements.
This news article is based on a press release statement from Semler Scientific, Inc. Want deeper insights into Semler Scientific's financials and valuation? InvestingPro subscribers have access to over 30 additional financial metrics and 14 exclusive ProTips, along with comprehensive Pro Research Reports that transform complex Wall Street data into actionable intelligence.
In other recent news, Semler Scientific has made significant announcements regarding its financial strategies and results. The company has announced plans to offer $75 million in convertible senior notes due 2030, with an additional purchase option of up to $15 million in notes for initial buyers. Alongside this, the company revealed preliminary unaudited financial results for the fourth quarter of 2024, reporting revenues between $12.1 million and $12.5 million, and income from operations between $3.4 million and $3.7 million. A notable highlight is the company's unrealized gain from Bitcoin value changes, amounting to approximately $28.9 million.
Semler Scientific's Bitcoin investment includes 2,321 bitcoins, purchased at an average price of $82,689 per bitcoin, totaling an investment of $191.9 million. Despite a decrease in revenues by 17% year-over-year to $13.5 million in the third quarter of 2024, the company has seen a gain from the change in fair value of its Bitcoin holdings.
The company has also reported a BTC Yield, a key performance indicator, of 72.6% from October 1, 2024, to January 10, 2025. However, Semler Scientific clarified that BTC Yield does not equate to a return on investment or income generated by the company's operations or bitcoin holdings. These recent developments indicate a dual focus for the company, balancing its core medical technology business with an assertive Bitcoin investment strategy.
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