Semler Scientific Completes Corporate Overhaul with New Equity Structure

Semler Scientific has finalized a comprehensive corporate restructuring, marking a significant shift in its capital framework. The transition involved the delisting of its former shares and the creation of a successor entity, which has now priced a substantial offering of preferred stock.

The restructuring centers on several critical financial maneuvers:
* Share Conversion: Holders of the old Semler Scientific stock received a fixed exchange ratio of 21.05 shares in the successor company for each former share they owned.
* Debt Conversion: Approximately $90 million in convertible notes, carrying a 4.25% interest rate and maturing in 2030, are being swapped for roughly 1.32 million shares of the new Series A Convertible Preferred Stock (SATA).
* Preferred Stock Pricing: The newly issued SATA shares have been priced at $90 per share.
* Bitcoin Holdings: The company's treasury holds 12,797.9 Bitcoin, positioning it among the world's top corporate holders of the digital asset.
* Closing Date: The transaction is scheduled for completion on January 27, 2026.

A New Corporate Beginning

The former Semler Scientific equity was delisted from the Nasdaq Capital Market on January 20. It no longer trades as an independent security. This move paves the way for the successor company to operate with a recapitalized balance sheet, shifting its structure toward advanced equity instruments and away from previous debt obligations.

Concurrently, management has undergone changes. Avik Roy has been appointed Chief Strategy Officer, while Matthew Cole has assumed Director and Officer roles. Furthermore, the successor entity executed a 1-for-20 reverse stock split to align its equity structure more closely with institutional standards.

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Strategic Pivot: Healthcare Meets Digital Assets

A cornerstone of the renewed corporate strategy is the combination of its healthcare assets with a significant digital reserve. The company has publicly disclosed its Bitcoin treasury and maintains a dashboard tracking the performance of this strategy. Year-to-date, the Bitcoin strategy has yielded a return of 30.6%, with projections for Q1 2026 exceeding 15%.

To facilitate further debt reduction, the company issued an additional 930,000 SATA shares. This indicates a strategic preference for preferred equity financing over traditional debt. The company is also evaluating steps to repay a $20 million loan from Coinbase and to increase its Bitcoin holdings per share.

Final Steps and Outlook

With the closing set for January 27, 2026, the restructuring will see the majority of outstanding convertible debt converted into SATA preferred shares, and the legacy Semler stock will be fully retired. This comprehensive overhaul aims to solidify the company's financial foundation for its dual-focused future.