Semler Scientific’s financial closing procedures for the second quarter ended June 30, 2025, are not yet complete. The preliminary unaudited financial information presented are estimates based on information available to management as of the date of this current report on Form 8-K, have not been reviewed or audited by Semler Scientific’s independent registered accounting firm, and are subject to change. It is possible that the final results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing procedures and/or the interim review process; changes in facts, circumstances and/or assumptions and/or developments in the interim. The preliminary unaudited financial information does not present all information necessary for a complete understanding of Semler Scientific’s results for the first quarter ended June 30, 2025 and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.
ATM Update
On April 15, 2025, Semler Scientific, entered into a Controlled Equity OfferingSM Sales Agreement with Barclays Capital Inc., Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC, pursuant to which it may issue and sell from time to time up to $500.0 million of its common stock in an at-the-market, or ATM, offering program. As of July 2, 2025, Semler Scientific has issued and sold 4,116,735 shares of its common stock for an aggregate net proceeds of approximately $156.6 million under this sales agreement. Total basic shares issued and outstanding as of July 2, 2025 were 13,788,405
BTC Update
Between June 4, 2025 and July 2, 2025, Semler Scientific acquired 187 Bitcoin for $20.0 million with an average purchase price of $106,906 per Bitcoin, inclusive of fees and expenses, using proceeds from its ATM offering program. As of July 2, 2025, Semler Scientific held 4,636 Bitcoins, which were acquired for an aggregate of $430.0 million at an average purchase price of $92,753 per Bitcoin, inclusive of fees and expenses, and had a market value of $508.4 million based on the price of Bitcoin as reported on the Coinbase exchange as of 4:00 p.m. ET on such date.
BTC Yield as a KPI
Semler Scientific’s BTC Yield was 29.0% YTD through July 2, 2025. 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 or instruments convertible to common stock.
Forward Looking Statements
This current report on Form 8-K contains “forward-looking” statements. Such statements can be identified by, among other things, the use of forward-looking language such as the words “anticipate,” “estimate,” “potential,” “possible,” “may,” “will,” or words with similar meaning or the negatives of these terms or by the discussion of plans, strategy or intentions. The forward-looking statements in this current report include express or implied statements regarding preliminary unaudited interim financial information, and other express or implied statements regarding Semler Scientific’s business and acquiring and holding Bitcoin, among others. Such forward-looking statements are subject to a number of risks and uncertainties that could cause Semler Scientific’s actual results to differ materially from those discussed here, such as risks related to the financial close process; risks inherent with settlement of government investigations and negotiating terms with multiple parties; risks related to borrowing funds, including changing interest rates and credit markets and volatility in Bitcoin; along with other risks related to Semler Scientific’s Bitcoin treasury strategy, its healthcare business and those risk factors detailed in Semler Scientific's filings with the Securities and Exchange Commission. These forward-looking statements involve assumptions, estimates, and uncertainties that reflect current internal projections, expectations or beliefs. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements contained in this current report are qualified in their entirety by these cautionary statements and the risk factors described above. Furthermore, all such statements are made as of the date of this current report and Semler Scientific assumes no obligation to update or revise these statements unless otherwise required by law.
