Semler Scientific Inc SEC Filings

Semler Scientific (Common Stock, CUSIP 81684M104) is reported as beneficially owned in aggregate by a group of affiliated Susquehanna entities and Capital Ventures International totaling 597,196 shares, equal to 4.4% of the 13,688,405 shares outstanding as of June 30, 2025. The filing states that Susquehanna Securities, LLC includes 202,600 options to acquire shares. Individual reporting persons disclose allocated voting and dispositive powers, with Susquehanna Securities reporting 398,215 sole voting/dispositive shares and Capital Ventures International reporting 181,494 sole voting/dispositive shares; smaller sole holdings are reported for G1 Execution Services and SIG Brokerage.

This Schedule 13G/A (Amendment No. 2) presents a passive-group disclosure: the reporting persons state the holdings were not acquired to influence control. The filing includes issuer and reporting persons' addresses and is signed by Brian Sopinsky on 08/13/2025.

Morgan Stanley and its subsidiary Morgan Stanley Investment Management Inc. have filed a Schedule 13G reporting a new passive position in Semler Scientific, Inc. (SMLR).

As of 30 Jun 2025 the firms collectively own 790,603 common shares, equal to 5.8 % of the outstanding equity. Morgan Stanley discloses 790,437 shares with shared voting power and 789,925 shares with shared dispositive power, while MSIM lists 788,492 shares under both shared voting and dispositive authority. Neither entity holds sole voting or dispositive rights.

The Schedule 13G is filed under Rule 13d-1(b), indicating the stake is held in the ordinary course of business and is not intended to influence control. A joint filing agreement (Exhibit 99.1) and subsidiary identification (Exhibit 99.2) are included. Signatures were provided on 07 Aug 2025.

Semler Scientific, Inc. (SMLR) has called its 2025 virtual Annual Meeting for September 5, 2025. The proxy outlines six voting items, with management emphasizing Proposals 3 and 4, which would:

• Increase authorized common stock to 210 million shares (from 50 million).
• Create 42 million shares of “blank-check” preferred stock.

Management argues that the additional capital flexibility is critical to funding the company’s dual strategy:

• Bitcoin treasury program – Adopted May 2024; holdings now 4,636 BTC worth $508 million (7/2/2025). BTC yield since adoption: 294%. Share price up 69% versus 17% for the S&P 500.
• Healthcare expansion – Launch of wholly owned subsidiary CardioVanta™ (June 2025) focusing on SaaS-based early heart-failure and arrhythmia detection, while QuantaFlo® continues to address peripheral artery disease.

Long-term BTC accumulation targets are ambitious: 10,000 BTC by YE 2025, 42,000 BTC by YE 2026, and 105,000 BTC by YE 2027. The company has funded BTC purchases through operating cash flow, equity sales, convertible debt, and asset monetization.

Director & governance highlights: One Class I director (William H.C. Chang) stands for reelection. Natalie Brunell and Joe Burnett were added in 2025 to deepen Bitcoin expertise. A new Bitcoin Strategy Committee oversees treasury activities. Three directors remain Nasdaq-independent.

Capital structure context: As of 6/30/2025, 13.69 million shares are outstanding with ~31.16 million unreserved. Outstanding 4.25% convertible notes due 2030 could add up to 1.64 million shares at a $76.44 conversion price. Management warns the current share limit could impede future fundraising and employee incentives.

Other proposals: advisory say-on-pay, auditor ratification (BDO USA, P.C.), and routine meeting matters.

Key considerations for investors: while the Bitcoin strategy has boosted returns, issuing up to 160 million additional common shares and 42 million preferred shares could materially dilute existing holders and provide management with anti-takeover tools. Conversely, rejection could constrain growth capital and BTC accumulation plans.