v3.26.1
Long-Term Notes Payable, at Fair Value
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Long-Term Notes Payable, at Fair Value Long-Term Notes Payable, at Fair Value
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 from Semler Scientific (the "Semler Convertible Notes"). In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments.
The Semler Convertible Notes are general senior, unsecured obligations of the Company and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2025. The Semler Convertible Notes are convertible for Class A common stock at the option of the holders based on the terms as set forth in the Convertible Notes Indenture. On or after May 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Semler Convertible Notes may convert all or any portion of their Semler Convertible Notes at any time. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Convertible Notes Indenture.
As of March 31, 2026, the conversion rate for the Semler Convertible Notes was 13.7694 shares of the Company’s Class A common stock per $1,000 principal amount of Semler Convertible Notes. The conversion rate of the Semler Convertible Notes is subject to adjustment under certain circumstances in accordance with the terms of the Convertible Notes Indenture.
The Company may not redeem the Semler Convertible Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Semler Convertible Notes (subject to the partial redemption limitation described in the Convertible Notes Indenture), at its option, on or after August 4, 2028 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of its common stock has been at least 130% of the conversion price for the Semler Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Semler Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The Company elected the fair value option on the Semler Convertible Notes, with changes in fair value recorded through earnings each period. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of
SATA Stock concurrent with the closing of the Follow-On Offering. During the three months ended March 31, 2026, the Company recorded a loss on extinguishment of debt of $8.2 million related to the partial extinguishment of the Semler Convertible Notes.
During the three months ended March 31, 2026, the Company recorded a change in fair value on long-term notes payable, at fair value of $2.2 million. As of March 31, 2026, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding. During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no short or long-term debt outstanding.