425: Strive CEO Comments on Proposed Semler Scientific Merger

Strive, Inc.'s CEO, Matthew Cole, posted on X.com regarding the company's proposed business combination with Semler Scientific, Inc.

Summary

• The communication is a Form 425 filing related to the proposed business combination between Strive, Inc. and Semler Scientific, Inc.
• The content was originally posted on X.com by Matthew Cole, Chief Executive Officer of Strive, Inc., on September 24, 2025.
• The filing includes a comprehensive cautionary statement regarding forward-looking statements, emphasizing inherent risks and uncertainties associated with the proposed transaction.
• It outlines various risks that could cause actual results to differ materially from anticipated results, including those related to the transaction's closing, integration, and financial benefits.
• The document provides detailed instructions on where investors can find additional information, such as the Registration Statement on Form S-4, Information Statement/Proxy Statement/Prospectus, and other SEC filings by both companies.
• It clarifies that the communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote of approval.

Sentiment

Score: 5

Explanation: The filing is neutral in tone, primarily serving as a procedural disclosure and a cautionary statement regarding a proposed merger. It does not contain explicit positive or negative financial results or operational updates, focusing instead on legal disclaimers and information access.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the right of one or both companies to terminate the merger agreement.
• The possibility that the proposed transaction does not close when expected or at all because conditions to closing are not received or satisfied on a timely basis or at all.
• The outcome of any legal proceedings that may be instituted against Strive, Semler Scientific, or the combined company.
• The possibility that anticipated benefits of the proposed transaction, including cost savings and strategic gains, are not realized when expected or at all.
• Risks associated with changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets.
• General economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement could negatively impact anticipated benefits.
• The possibility that the integration of the two companies may be more difficult, time-consuming, or costly than expected.
• The possibility that the proposed transaction may be more expensive or take longer to complete than anticipated due to unexpected factors or events.
• Diversion of management's attention from ongoing business operations and opportunities.
• Dilution caused by Strive's issuance of additional shares of its Class A common stock in connection with the proposed transaction.
• Potential adverse reactions of Strive's or Semler Scientific's customers or changes to business or employee relationships resulting from the announcement or completion of the proposed transaction.
• Changes in Strive's or Semler Scientific's share price before closing.
• Other factors, including unknown or unpredictable factors, could harm Strive, Semler Scientific, or the combined company's results.

Future Outlook

The outlook and expectations of Strive and Semler Scientific regarding the proposed transaction include anticipated strategic and financial benefits, the expected impact on the combined company's future financial performance, the timing of the closing, and the ability to successfully integrate the combined businesses. These forward-looking statements are based on assumptions and are subject to inherent risks and uncertainties.

Management Comments

• Matthew Cole, Chief Executive Officer of Strive, Inc., posted the communication on X.com in connection with Strive's proposed business combination with Semler Scientific, Inc.

Industry Context

The filing does not provide specific industry context beyond mentioning 'Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets,' suggesting a potential strategic shift or emphasis on digital assets within the combined entity's operations, which could be a notable trend in certain sectors.

Corporate Governance

Legal Proceedings

• The possibility of legal proceedings being instituted against Strive or Semler Scientific or the combined company is listed as a risk factor for the proposed transaction.

Related Party Transactions

• Information about Semler Scientific's transactions with related persons is set forth in its definitive proxy statement for its 2025 Annual Meeting of Stockholders.

Stakeholder Impact

• Shareholders of Semler Scientific will be asked to approve the proposed transaction, and their voting or investment decisions are highlighted as important.
• Strive's issuance of additional shares of Class A common stock in connection with the proposed transaction could lead to dilution for existing Strive shareholders.
• Potential adverse reactions from customers or changes to business or employee relationships are identified as risks resulting from the announcement or completion of the proposed transaction.

Next Steps

• Strive intends to file a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in connection with the proposed transaction.
• The Registration Statement will include an Information Statement of Strive, a proxy statement of Semler Scientific, and a prospectus of Strive.
• A definitive Information Statement/Proxy Statement/Prospectus will be sent to Semler Scientific stockholders to seek their approval of the proposed transaction.
• Investors and stockholders are urged to read the Registration Statement and Information Statement/Proxy Statement/Prospectus when they become available.

Key Dates

Keywords

Strive Inc., Semler Scientific Inc., Merger, Acquisition, Business Combination, SEC Filing, Form 425, Forward-Looking Statements, Risk Factors, Bitcoin, Digital Assets