Semler Scientific (SMLR) revealed in an 8-K filing that shareholders approved an amendment on September 5 to raise the company’s authorized common shares from 50 million to 210 million, while rejecting authorization for 42 million shares of blank-check preferred stock.
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6,905,107 votes supported the common stock increase versus 2,209,591 against, with 86,897 abstentions. In contrast, the preferred-stock proposal garnered 4,495,642 votes in favor and 2,498,626 against, with 84,746 abstentions and 2,506,758 broker non-votes.
The common-share boost underpins Semler’s at-the-market (ATM) offering program, used to fund its bitcoin-treasury strategy. Since the ATM’s inception, the company has issued over 4.9 million shares for net proceeds of $194 million. Semler has acquired 5,021 BTC according to its dashboard.
Management argued that additional authorized shares would provide flexibility for capital raises and strategic investments, whereas opponents cautioned that blank-check preferred stock could dilute existing holders without shareholder approval of specific terms. The vote outcome leaves Semler poised to continue equity-driven bitcoin acquisitions while forgoing preferred-share funding options.
Strategy (MSTR) first introduced the use of preferred stock for bitcoin purchases by announcing its STRK preferred stock in January 2025. Since then, Strategy has launched a total of four series of preferred stock, with the most recent STRC IPO being the largest IPO in 2025. Metaplanet has also picked up this playbook, with recent announcements of a ¥555 billion ($3.7 billion) shelf registration for preferred stock and its intention to create a Japanese Bitcoin-backed yield curve.
In May 2024, SMLR became the first U.S. public company (and second public company after Metaplanet) to follow Strategy’s lead of making bitcoin the primary corporate treasury asset. The shareholders’ rejection of preferred stock authorization marks a potential divergence in Semler’s ability to follow along with Strategy’s playbook. So far, the company has very closely mimicked the playbook by deploying its entire cash treasury, opening a common equity ATM, and issuing convertible notes to buy bitcoin.
Read More: Publicly traded Bitcoin treasuries top 1 million BTC in total holdings
At time of publication, SMLR is down 1.4% during pre-market hours.
