SMLR Semier Scientific Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

 

FORM 8-K

______________________

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 25, 2024

______________________

 

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-36305		26-1367393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2340-2348 Walsh Avenue, Suite 2344 Santa Clara, CA		95051
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code: (877) 774-4211

 

______________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		SMLR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01. Other Events.

 

ATM Activity

 

On November 25, 2024, Semler Scientific, Inc., or Semler Sci, filed with the Securities and Exchange Commission a prospectus supplement under its effective registration statement on Form S-3 (File No. 333-280013) to register the offer and sale of up to $50,000,000 of shares that can be sold under its existing at-the-market offering program for which Cantor Fitzgerald & Co., or Cantor, acts as sales agent, which prospectus supplement is in addition to the offer and sale of up to $50,000,000 of shares registered pursuant to the sales agreement prospectus, dated August 13, 2024. Through the date hereof, Semler Sci has issued and sold 1,093,229 shares of its common stock under the at-the market offering program for aggregate gross proceeds of approximately $50.0 million. Pursuant to the prospectus supplement filed today, Semler Sci may sell additional shares of common stock under the at-the-market offering program for an aggregate offering price of up to $50.0 million.

 

Goodwin Procter LLP, counsel to Semler Sci, has issued a legal opinion relating to the shares of Semler Sci’s common stock that may be issued pursuant to the at-the-market offering program under the prospectus supplement. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

 

This current report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy Semler Sci’s shares of common stock described herein, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

 

Bitcoin Activity

 

On November 25, 2024, Semler Sci issued a press release announcing updates with respect to its bitcoin holdings, activity under its at-the-market equity offering programs, and “BTC Yield,” a key performance indicator. A copy of the press release is filed as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
99.1		Press Release of Semler Scientific, Inc., dated November 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	SEMLER SCIENTIFIC, INC.
Date: November 25, 2024	By:	/s/ Renae Cormier
		Name: Renae Cormier
		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

 

Exhibit 5.1

 

	Goodwin Procter llp Three Embarcadero Center, Suite 2800 San Francisco, CA 94111
	goodwinlaw.com
	+1 415 733 6000

 

November 25, 2024

 

Semler Scientific, Inc.

2340-2348 Walsh Avenue, Suite 2344

Santa Clara, California 95051

 

Re:         Securities Registered under Registration Statement on Form S-3

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-280013) (as amended or supplemented, the “Registration Statement”) filed on June 6, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Semler Scientific, Inc., a Delaware corporation (the “Company”) of up to $150,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on August 13, 2024. Reference is made to our opinion letter dated June 6, 2024 and included as Exhibit 5.1 to the Registration Statement.

 

We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on November 25, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $50,000,000 in shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) covered by the Registration Statement. The Shares are being offered and sold by the sales agent named in, and pursuant to, a sales agreement between the Company and such sales agent.

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors (or a duly authorized committee of the board of directors) prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.

 

 

Semler Scientific, Inc.

November 25, 2024

Page 2

 

For purposes of the opinion set forth below, we refer to the following as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors (or a duly authorized committee of the board of directors) of the issuance of the Shares (the “Approval”) and (b) the issuance of the Shares in accordance with the Approval and the receipt by the Company of the consideration (which shall not be less than the par value of such Shares) to be paid in accordance with the Approval.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon Future Approval and Issuance, will be validly issued, fully paid and nonassessable.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

	Very truly yours,
	/s/ Goodwin Procter LLP
	GOODWIN PROCTER LLP

 

 

Exhibit 99.1

 

 

Semler Scientific^® Announces Updated BTC and ATM Activity 

Purchased Additional 297 BTC; Now Holds 1,570 BTC; BTC Yield of 58.4% 

Launches Additional $50.0 million ATM

 

Santa Clara, CA – November 25, 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 (BTC) activity and holdings, capital markets activity, and BTC yield, a key performance indicator.

 

BTC Update

 

Between November 18, 2024 and November 22, 2024, Semler Scientific acquired 297 bitcoins for $29.1 million in cash, at an average price of $97,995 per bitcoin, inclusive of fees and expenses. As of November 22, 2024, Semler Scientific held 1,570 bitcoins, which were acquired for an aggregate $117.8 million at an average purchase price of $75,039 per bitcoin, inclusive of fees and expenses.

 

ATM Update

 

As previously disclosed in Semler Scientific’s registration statement on Form S-3 that became effective on August 13, 2024 (the S-3 Shelf), Semler Scientific entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (Cantor), pursuant to which Semler Scientific may offer and sell from time to time its common stock in an at-the-market (ATM) offering.

 

Today, Semler Scientific filed a prospectus supplement to its S-3 Shelf to offer an additional $50.0 million of shares under its existing ATM offering with Cantor, increasing the total amount offered under the ATM to $100.0 million.  As of November 22, 2024, Semler Scientific has generated approximately $50.0 million of gross proceeds under the ATM offering.

 

BTC Yield as a Key Performance Indicator (KPI)

 

From October 1, 2024 to November 22, 2024, Semler Scientific’s BTC Yield was 37.1%. From July 1, 2024 (the quarter after Semler Scientific adopted its bitcoin treasury strategy) to November 22, 2024, Semler Scientific’s BTC Yield was 58.4%.

 

“We are thrilled to report a 58.4% BTC Yield and the outstanding progress we are making to accumulate bitcoin on our balance sheet in a highly accretive way for our stakeholders,” said Eric Semler, chairman of Semler Scientific.

 

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.

 

 

BTC Yield and Basic and Assumed Diluted Shares Outstanding

 

		6/30/2024				9/30/2024				11/22/2024
Total Bitcoin Holdings			877				1,018				1,570
Basic Shares Outstanding (‘000)			6,987				7,120				8,289
Options Outstanding			1,098				1,013				855
Assumed Diluted Shares Outstanding (1)			8,086				8,133				9,143
BTC Yield % (10/1/24 to 11/22/24)											37.1	%
BTC Yield % (7/1/2024 to 11/22/2024)											58.4	%

 

(1)

Assumed Diluted Shares Outstanding refers to the aggregate of Semler Scientific’s Basic Shares outstanding as of the end of each period plus all the 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.

 

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.

 

Any shares of common stock offered in the ATM offering will be sold pursuant to the Company's S-3 Shelf (Registration No. 333-280013), the related prospectus, which was declared effective by the Securities and Exchange Commission (the SEC) on August 13, 2024, as supplemented by the prospectus supplement filed on November 25, 2024. Copies of the prospectus supplement and accompanying prospectus relating to the ATM offering may be obtained by visiting EDGAR on the SEC's website at www.sec.gov. or may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, New York 10022, or by email at prospectus@cantor.com.

 

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.

 

INVESTOR CONTACT:

 

Renae Cormier 

Chief Financial Officer 

ir@semlerscientific.com

 

SOURCE: Semler Scientific, Inc.

 

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Entity Tax Identification Number	26-1367393
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Entity Address, Address Line One	2340-2348 Walsh Avenue
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Security Exchange Name	NASDAQ
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