Nasdaq-listed healthcare tech firm Semler Scientific (SMLR) filed a registration statement with the U.S. Securities and Exchange Commission to offer $500 million in securities to fund the purchase of bitcoin and for other purposes.
The company’s S-3 statement, filed Tuesday, states that it aims to offer and sell securities up to an aggregate value of $500 million across one or more offerings. The securities up for sale may include Semler’s debt securities, common stocks, units and warrants.
Semler plans to use the proceeds from the offering primarily for general corporate purposes, which include the acquisition of bitcoin, capital expenditures, research and development, and administrative expenses.
Although Semler said it has not specified how the proceeds will be allocated, the company’s plan to raise $500 million clearly signals the advancement of its bitcoin treasury strategy.
“We view our bitcoin holdings as long term holdings and expect to continue to accumulate bitcoin,” Semler said in the filing. “We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases.”
Since adopting its bitcoin strategy in May 2024, Semler has accumulated 3,192 BTC, currently valued at approximately $266 million. The company’s last acquisition of 871 BTC occurred between January 11 and February 3 at an average price of $101,616 per bitcoin.
Semler reports acquiring its total holdings of 3,192 BTC for an aggregate of $280.4 million and an average purchase price of $87,854 per bitcoin. Based on today’s bitcoin market price, the company’s bitcoin holdings currently reflect an unrealized loss of about $14 million.
The company’s shares closed up 0.41% on Tuesday at $34.4, Google Finance data shows.
DOJ settlement
Meanwhile, Semler’s separate 8-K filing on Tuesday disclosed its agreement-in-principle with the U.S. Department of Justice to pay $29.75 million, which will resolve claims related to False Claims Act violations in the marketing tests on certain devices.
The False Claims Act (FCA) prohibits knowingly submitting fraudulent claims for payment to the federal government.
Semler received a civil investigative demand from the DOJ in 2017 over possible FCA violations related to the marketing tests of photoplethysmography devices for Medicare reimbursement, according to a February filing.
“We have reached a settlement in principle, excited to buy more BTC!” Eric Semler, founder and chairman of the company, said in a Tuesday post on X.
However, the company noted in the filing that there is “no guarantee” that it will reach final agreement with the DOJ.
Semler’s 8-K filing also revealed that it has entered into a master loan agreement with crypto exchange Coinbase, allowing the company to borrow cash and crypto assets using its bitcoin holdings as collateral.
“If Semler Sci is able to reach settlement with DOJ, Semler Sci intends to borrow under the Coinbase master loan agreement and use such proceeds (along with its cash on hand) to pay the proposed settlement,” Semler said.
© 2025 The Block. All Rights Reserved. This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
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