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Semler Scientific® Announces Updated BTC and ATM Activity; Purchased Additional 303 BTC; Now Holds 1,873 BTC; BTC Yield of 78.7%

SMLR 12.05.2024

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SANTA CLARA, Calif.,Dec. 5, 2024/PRNewswire/ -- 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 itsbitcoin(BTC) activity and holdings, capital markets activity, and BTC Yield, a key performance indicator.

BTC Update

BetweenNovember 25, 2024andDecember 4, 2024,Semler Scientificacquired 303 bitcoins for$29.3 millionwith proceeds generated from its at-the-market (ATM) offering at an average price of$96,779perbitcoin, inclusive of fees and expenses. As ofDecember 4, 2024,Semler Scientificheld 1,873 bitcoins, which were acquired for an aggregate$147.1 millionat an average purchase price of$78,553perbitcoin, inclusive of fees and expenses.

ATM Update

As previously disclosed inSemler Scientific'sregistration statement on Form S-3 that became effective onAugust 13, 2024(the S-3 Shelf),Semler Scientificentered into a Controlled Equity Offering^SMSales Agreement withCantor Fitzgerald & Co.(Cantor), pursuant to whichSemler Scientificmay offer and sell from time to time its common stock in an ATM offering.

OnNovember 25, 2024,Semler Scientificfiled a prospectus supplement to its S-3 Shelf to offer an additional$50.0 millionof shares under its existing ATM offering with Cantor, increasing the total amount offered under the ATM to$100.0 million. As ofDecember 4, 2024,Semler Scientifichas generated approximately$79.8 millionof gross proceeds from sales under the ATM offering.

BTC Yield as a Key Performance Indicator (KPI)

FromOctober 1, 2024toDecember 4, 2024,Semler Scientific'sBTC Yield was 54.7%. FromJuly 1, 2024(the quarter afterSemler Scientificadopted itsbitcointreasury strategy) toDecember 4, 2024,Semler Scientific'sBTC Yield was 78.7%.

"We are very pleased to report BTC Yield of 78.7%," saidEric Semler, chairman ofSemler Scientific. "In addition, we have requested approval from the options exchanges to allow options trading in our stock as we believe we satisfy their eligibility requirements."

Semler Scientificuses BTC Yield as a KPI to help assess the performance of its strategy of acquiringbitcoinin 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 ofbitcoinby issuing additional shares of its common stock.

BTC Yield and Basic and Assumed Diluted Shares Outstanding

	6/30/2024	9/30/2024	12/4/2024
Total Bitcoin Holdings	877	1,018	1,873

Basic Shares Outstanding ('000)	6,987	7,120	8,813
Options Outstanding	1,098	1,013	855
Assumed Diluted Shares Outstanding⁽¹⁾	8,086	8,133	9,667
BTC Yield % (10/1/24 to 12/04/24)			54.7 %
BTC Yield % (7/1/24 to 12/04/24)			78.7 %

(1)

Assumed Diluted Shares Outstanding refers to the aggregate ofSemler Scientific'sBasic 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'sbitcoinholdings 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 acquiringbitcoinin 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 ofbitcoinby 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 itsbitcoinholdings, return on investment on itsbitcoinholdings, 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 thebitcoinSemler 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 itsbitcoinholdings.

In calculating this KPI,Semler Scientificdoes not take into account the source of capital used for the acquisition of itsbitcoin.Semler Scientificnotes in particular, it has acquiredbitcoinusing cash flow from operations, as well as proceeds from the sale of shares in the ATM offering. Accordingly, this metric might overstate or understate the accretive nature ofSemler Scientific'suse of equity capital to buybitcoinbecause not allbitcoinmay be acquired using proceeds of equity offerings and not all issuances of equity may involve the acquisition ofbitcoin.

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 thebitcoinSemler 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.

Forward-Looking Statements

This press release contains "forward-looking" statements. Such statements can be identified by, among other things, the use of forward-looking language such as the words "believe," "goal," "may," "will," "intend," "expect," "anticipate," "estimate," "project," "would," "could" or words with similar meaning or the negatives of these terms or by the discussion of strategy or intentions. The forward-looking statements in this release include express or implied statements regarding options trading inSemler Scientific'scommon stock; meeting the requirements of the options exchanges; as well as statements regarding acquiring and holdingbitcoin; its BTC yield; and other express or implied statements regarding the ATM offering and its healthcare business. Such forward-looking statements are subject to a number of risks and uncertainties that could causeSemler Scientific'sactual results to differ materially from those discussed here, such as risks inherent with options trading in its common stock; investing inbitcoin, includingbitcoin's volatility; risk of implementing abitcointreasury strategy; along with those other risks related to its healthcare business and the risk factors detailed inSemler Scientific'sfilings with theSecurities 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 press release 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 press release andSemler Scientificassumes no obligation to update or revise these statements unless otherwise required by law.

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.

Any shares of common stock offered in the ATM offering will be sold pursuant toSemler Scientific'sS-3 Shelf (Registration No. 333-280013), the related prospectus, which was declared effective by theSecurities and Exchange Commission(theSEC) onAugust 13, 2024, as supplemented by the prospectus supplement filed onNovember 25, 2024. Copies of the prospectus supplement and accompanying prospectus relating to the ATM offering may be obtained by visiting EDGAR on theSEC'swebsite atwww.sec.gov. or may be obtained fromCantor Fitzgerald & Co., Attention: Capital Markets,110 East 59th Street,New York, New York10022, or by email atprospectus@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 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 inbitcoinand has adoptedBitcoinas its primary treasury asset.

INVESTORCONTACT:

Renae CormierChief Financial Officerir@semlerscientific.com

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Semler Scientific® Announces Updated BTC and ATM Activity; Purchased Additional 303 BTC; Now Holds 1,873 BTC; BTC Yield of 78.7%

SMLR 12.05.2024

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