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Semler Scientific® Announces BTC and ATM Activity Raised $21.5 million; Purchased Additional 215 BTC; Now Holds 1,273 BTC with BTC Yield of 37.3%

SMLR 11.18.2024

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SANTA CLARA, Calif.,Nov. 18, 2024/PRNewswire/ --Semler Scientific, Inc.(Nasdaq: SMLR),a pioneer in developing and marketing technology products and services to healthcare providers to combat chronic diseases, todayannounced updates regarding itsbitcoinactivity and holdings, capital markets activity, and BTC yield, a key performance indicator that it recently adopted.

BTC Update

Semler Scientificannounced that, during the period betweenNovember 6, 2024andNovember 15, 2024, it acquired 215 bitcoins for$17.7 millionin cash, at an average price of$82,502per bitcoin, inclusive of fees and expenses.

As ofNovember 15, 2024,Semler Scientificheld an aggregate of 1,273 bitcoins, which were acquired at an aggregate purchase price of$88.7 millionand an average purchase price of$69,682per bitcoin, inclusive of fees and expenses.

ATM Update

As previously disclosed inSemler Scientific'sregistration statement on Form S-3 that became effective onAugust 13, 2024,Semler Scientificentered into a Controlled Equity Offering^smSales Agreement (the Sales Agreement) withCantor Fitzgerald & Co., pursuant to whichSemler Scientificmay issue and sell from time to time up to$50.0 millionof its common stock in an at-the-market (ATM) offering. Since the effective date of the S-3 and as ofNovember 15, 2024,Semler Scientifichad sold an aggregate of 505,544 shares under the Sales Agreement for aggregate net proceeds (less sales commissions) of$21.5 million.

BTC Yield as a Key Performance Indicator (KPI)

FromOctober 1, 2024toNovember 15, 2024,Semler Scientific'sBTC Yield was 18.9%. FromJuly 1, 2024(the quarter afterSemler Scientificadopted its bitcoin treasury strategy) toNovember 15, 2024,Semler Scientific'sBTC Yield was 37.3%.

Semler Scientificuses BTC Yield as a KPI to help assess the performance of its strategy of acquiring bitcoin in a mannerSemler Scientificbelieves is accretive to stockholders.Semler Scientificbelieves this KPI can be used to supplement an investor's understanding ofSemler Scientific'sdecision to fund the purchase of bitcoin by issuing additional shares of its common stock.

"We have achieved a BTC Yield of 37.3% since adopting our bitcoin treasury strategy in the second quarter of this year," saidEric Semler, chairman ofSemler Scientific. "We believe this demonstrates substantial bitcoin accretion for our stakeholders."

BTC Yield and Basic and Assumed Diluted Shares Outstanding

	6/30/2024	9/30/2024	11/15/2024
Total Bitcoin Holdings	877	1,018	1,273

Basic Shares Outstanding ('000)	6,987	7,120	7,693
Options Outstanding	1,098	1,013	858
Assumed Diluted Shares Outstanding⁽¹⁾	8,086	8,133	8,551
BTC Yield % (10/1/24 to 11/15/24)			18.9 %
BTC Yield % (7/1/2024 to 11/15/2024)			37.3 %

(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 betweenSemler Scientific'sbitcoin holdings and its Assumed Diluted Shares Outstanding. Assumed Diluted Shares Outstanding refers to the aggregate ofSemler Scientific'sactual 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 Scientificuses BTC Yield as a KPI to help assess the performance of its strategy of acquiring bitcoin in a mannerSemler Scientificbelieves is accretive to stockholders.Semler Scientificbelieves 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. WhenSemler Scientificuses 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 investmentSemler Scientific'sstockholders may have achieved historically or can achieve in the future by purchasing stock ofSemler Scientific, or a measure of income generated bySemler Scientific'soperations 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 ofSemler Scientific'scommon stock is informed by numerous factors in addition to the amount of bitcoinsSemler Scientificholds and number of actual or potential shares of its stock outstanding. As a result, the market value ofSemler Scientific'sshares may trade at a discount or a premium relative to the market value of the bitcoinSemler Scientificholds. BTC Yield is not indicative nor predictive of the trading price ofSemler Scientific'sshares of common stock.

As noted above, this KPI is narrow in its purpose and is used by management to assist in assessing whetherSemler Scientificis using equity capital in a manner accretive to stockholders solely as it pertains to its bitcoin holdings.

In calculating this KPI,Semler Scientificdoes not take into account the source of capital used for the acquisition of its bitcoin.Semler Scientificnotes 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 ofSemler Scientific'suse 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'sability 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 Scientifichas historically not paid dividends on its shares of common stock, and by presenting this KPI,Semler Scientificmakes no suggestion that it intends to do so in the future. Ownership of common stock does not represent an ownership interest in the bitcoinSemler Scientificholds.

Investors should rely on the financial statements and other disclosures contained inSemler Scientific'sSECfilings. 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 ofSemler 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.

About Semler Scientific, Inc.:

Semler Scientific, Inc.isa 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 theU.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), andSemler Scientificis 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 Scientificalso invests in bitcoin and has adopted Bitcoin as its primary treasury asset. Additional information aboutSemler Scientificcan be found atwww.semlerscientific.com.

INVESTORCONTACT:

Renae CormierChief Financial Officerir@semlerscientific.com

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Semler Scientific® Announces BTC and ATM Activity Raised $21.5 million; Purchased Additional 215 BTC; Now Holds 1,273 BTC with BTC Yield of 37.3%

SMLR 11.18.2024

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