v3.26.1
Long-Term Notes Payable, at Fair Value
6 Months Ended
Jun. 30, 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"). The Semler Convertible Notes had an original maturity of August 1, 2030, and interest was payable semiannually in arrears on February 1 and August 1 of each year. In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments.
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 June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.
During the three months ended June 30, 2026, the Company recorded a gain on extinguishment of debt of less than $0.1 million, while a loss on extinguishment of debt of $8.1 million was recognized for the six months ended June 30, 2026 based on the difference in the fair value of consideration exchanged and the basis of the extinguished long-term debt.
During the three and six months ended June 30, 2026, the Company recorded a change in fair value on long-term notes payable, at fair value of $0.3 million and $2.5 million, respectively.