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Semler Scientific, Inc. (SMLR) has called its 2025 virtual Annual Meeting for September 5, 2025. The proxy outlines six voting items, with management emphasizing Proposals 3 and 4, which would:

• Increase authorized common stock to 210 million shares (from 50 million).
• Create 42 million shares of 鈥渂lank-check鈥� preferred stock.

Management argues that the additional capital flexibility is critical to funding the company鈥檚 dual strategy:

• Bitcoin treasury program 鈥� Adopted May 2024; holdings now 4,636 BTC worth $508 million (7/2/2025). BTC yield since adoption: 294%. Share price up 69% versus 17% for the S&P 500.
• Healthcare expansion 鈥� Launch of wholly owned subsidiary CardioVanta鈩� (June 2025) focusing on SaaS-based early heart-failure and arrhythmia detection, while QuantaFlo庐 continues to address peripheral artery disease.

Long-term BTC accumulation targets are ambitious: 10,000 BTC by YE 2025, 42,000 BTC by YE 2026, and 105,000 BTC by YE 2027. The company has funded BTC purchases through operating cash flow, equity sales, convertible debt, and asset monetization.

Director & governance highlights: One Class I director (William H.C. Chang) stands for reelection. Natalie Brunell and Joe Burnett were added in 2025 to deepen Bitcoin expertise. A new Bitcoin Strategy Committee oversees treasury activities. Three directors remain Nasdaq-independent.

Capital structure context: As of 6/30/2025, 13.69 million shares are outstanding with ~31.16 million unreserved. Outstanding 4.25% convertible notes due 2030 could add up to 1.64 million shares at a $76.44 conversion price. Management warns the current share limit could impede future fundraising and employee incentives.

Other proposals: advisory say-on-pay, auditor ratification (BDO USA, P.C.), and routine meeting matters.

Key considerations for investors: while the Bitcoin strategy has boosted returns, issuing up to 160 million additional common shares and 42 million preferred shares could materially dilute existing holders and provide management with anti-takeover tools. Conversely, rejection could constrain growth capital and BTC accumulation plans.

Genius Group Limited (NYSE American: GNS) has filed a Shelf Registration Statement on Form F-3 that will allow the company to issue, from time to time, up to $1.2 billion of securities, including ordinary shares, preferred shares, debt, warrants, subscription rights and units. The filing also contains a Sales Agreement prospectus supplement covering an at-the-market (ATM) equity program of up to $1.0 billion in ordinary shares to be offered through H.C. Wainwright & Co.

The shelf greatly exceeds Genius Group鈥檚 current equity value (~$126 million market capitalization based on 87.8 million shares outstanding at $1.44 on 1 July 2025). If fully utilized, the registration could increase the share count materially and result in significant dilution to existing shareholders.

Use of proceeds: the company may deploy funds for general corporate purposes, M&A, debt repayment, and notably for the purchase of bitcoin in line with its treasury policy adopted in November 2024. Management views bitcoin as a long-term store of value and may periodically finance additional purchases through equity or debt issuance. The prospectus dedicates extensive risk-factor disclosure to bitcoin price volatility, regulatory uncertainty, liquidity constraints and potential Investment Company Act implications if bitcoin were deemed a security.

Capital structure & share information: after a 1-for-10 reverse split in August 2024, Genius Group has 87.8 million ordinary shares outstanding, 6.7 million warrants, a 50 million-share issuance obligation to Entrepreneur Resorts for a prior acquisition, and convertible notes that could add further shares. The shelf leaves flexibility for additional preference shares, debt and hybrid securities subject to shareholder approval under Singapore law.

Strategic context: Genius Group positions itself as a global EdTech and 鈥渆ntrepreneur education鈥� platform with 3.5 million students on GeniusU. Recent acquisitions span early childhood, K-12, vocational and media assets. The company sees bitcoin holdings, strategic acquisitions and ongoing platform investment as pillars of its growth plan.

Key investor considerations:

• The $1.2 billion shelf鈥攑articularly the $1 billion ATM鈥攃reates a sizeable potential equity overhang relative to current market value.
• Management鈥檚 stated intention to buy bitcoin with excess cash means proceeds could be exposed to crypto-market volatility rather than accretive operating investment.
• Expanded disclosure of legal and technical risks underscores the speculative nature of the bitcoin strategy and the possibility of heightened regulatory scrutiny.
• Conversely, the shelf provides financing flexibility for acquisitions and working-capital needs without the delay of additional SEC filings.

Overall, the registration equips Genius Group with a large capital-raising toolset but raises meaningful dilution and risk profile questions for existing shareholders.

Semler Scientific, Inc. (SMLR) 鈥� Form 4 Overview

Director Natalie Brunell reported the grant of a single derivative security on 25 June 2025. The filing covers a stock option to purchase 1,125 shares of common stock at an exercise price of $41.04 per share. The instrument is classified as an acquisition (transaction code 鈥淎鈥�).

Vesting schedule: 1/6 of the option (鈮�188 shares) vested immediately on the grant date, with the remaining 5/6 vesting in equal monthly tranches, resulting in full vesting six months after 25 June 2025. The option expires on 25 June 2035.

Post-transaction holdings: Ms. Brunell now beneficially owns 1,125 derivative securities directly. No non-derivative (outright share) transactions were reported.

No 10b5-1 trading plan was indicated, and no other insider participated in this filing. The grant appears to be a routine director compensation award and does not include any immediately exercisable common-stock sales or purchases.

Credo Technology Group Holding Ltd (NASDAQ: CRDO) has received a Form 144 filing indicating a planned disposition of 80,000 common shares.

Key details are as follows:

• Filer/Account holder: Walden Technology Ventures II LP (address in Grand Cayman).
• Broker: Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.
• Class: Common stock.
• Approximate sale date: 24 Jun 2025, on the NASDAQ exchange.
• Aggregate market value of planned sale: US$7,261,816, implying an indicative price of about US$90.77 per share.
• Shares outstanding: 169,801,216, so the planned sale equals roughly 0.05 % of CRDO鈥檚 total shares.

The filing also discloses that the shares were originally acquired directly from the issuer on 8 Dec 2017 (58,770 shares) and 22 Dec 2020 (21,230 shares) for cash consideration.

Recent trading activity: Over the last three months Walden Technology Ventures II LP has already sold 404,297 CRDO shares in five transactions, generating cumulative gross proceeds of roughly US$31.5 million. The largest single sale was 171,473 shares on 16 Jun 2025.

Because Rule 144 notices are intent to sell filings, the shares may or may not ultimately be sold, and no pricing information beyond the aggregate value is provided. The proposed volume is small relative to CRDO鈥檚 float, suggesting limited direct market impact, but continuing distributions by a venture-capital holder may be noteworthy to investors monitoring insider supply dynamics.

Semler Scientific (Nasdaq:SMLR) filed a Form 8-K to report that on June 22, 2025 its board adopted Fifth Amended and Restated Bylaws, effective immediately.

According to Item 5.03, the revisions are limited to two governance housekeeping items: (i) removal of Section 13 to eliminate any ambiguity with Delaware General Corporation Law 搂228 (shareholder written consents) and (ii) revision of Section 47 so that the bylaws fully harmonize with the company鈥檚 certificate of incorporation. No changes were made to the fiscal year, capital structure, or shareholder voting thresholds.

The full text of the updated bylaws is provided as Exhibit 3.1. Other than the technical governance clean-up, the filing contains no financial statements, forward-looking guidance, or other material events. The document was signed by Chief Financial Officer Renae Cormier on June 23, 2025.

Semler Scientific, Inc. (Nasdaq: SMLR) filed an 8-K to disclose a major shift in its treasury policy. On 19 June 2025 the company appointed Joe Burnett as Director of Bitcoin Strategy and outlined an aggressive three-year plan to accumulate Bitcoin using a combination of equity offerings, debt financings and operating cash flow.

• Accumulation targets: at least 10,000 BTC by 31-Dec-2025, 42,000 BTC by 31-Dec-2026 and 105,000 BTC by 31-Dec-2027.
• Funding sources: prospective sales of securities, borrowings and internal cash generation.
• Governance: Burnett will oversee execution and risk management of the Bitcoin treasury strategy.

The filing contains extensive forward-looking statements highlighting material risks, including Bitcoin price volatility, execution risk in raising capital, leverage concerns and uncertainties related to the company鈥檚 proposed DOJ settlement. Management makes no commitment to update projections.

Investment view: The move could materially increase balance-sheet optionality if Bitcoin appreciates, but exposes shareholders to significant market and financing risk. The 8-K carries no immediate financial results or guidance changes.