Goodwin's Capital Markets team advised Semler Scientific, Inc. on its Rule 144A offering of $100.0 million aggregate principal amount of its 4.25% convertible senior notes due 2030. The offering was upsized and includes the full exercise of the initial purchasers' option to purchase $15.0 million of additional notes. The initial conversion price of the notes represents a premium of approximately 25% over the reference price of $61.15 per share. In connection with the offering, Semler and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $107.01 per share, a 75% premium over the reference price.
Semler Scientific 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 the U.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), and Semler Scientific is 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 Scientific also invests in Bitcoin and has adopted Bitcoin as its primary treasury asset.
Goodwin's corporate team consisted of Marianne Sarrazin, Dan Liu and Anastassia Gawronska Madani. The product team consisted of Jim Barri, John Servidio, Kim De Glossop, Griffin Drake and Tom Underwood. Daniel Karelitz and Garrett Gaughanprovided tax advice.
For more information, please see Semler's pricing press release for the offering.