425: Strive CEO Comments on Proposed Semler Scientific Merger

Strive's CEO Matthew Cole posted on X.com regarding the proposed business combination with Semler Scientific, highlighting forward-looking statements and associated risks.

Summary

• Strive, Inc. and Semler Scientific, Inc. are pursuing a proposed business combination.
• The communication was posted on X.com by Matthew Cole, Chief Executive Officer of Strive, Inc., on September 24, 2025.
• The filing emphasizes that statements regarding the proposed transaction, strategic and financial benefits, timing of closing, and integration are forward-looking and subject to inherent risks and uncertainties.
• Investors are cautioned not to rely too heavily on forward-looking statements, as actual results could differ materially from anticipated outcomes.

Sentiment

Score: 6

Explanation: The filing is a standard pre-merger communication, acknowledging the proposed transaction while heavily emphasizing the inherent risks and forward-looking nature of any statements. It is neutral in tone, focusing on disclosure rather than promotional content.

Risks

• The occurrence of any event, change, or circumstances that could lead to the termination of the merger agreement between Strive and Semler Scientific.
• The possibility that the proposed transaction does not close when expected or at all due to conditions to closing not being met or satisfied on a timely basis.
• 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, the implementation of Bitcoin treasury strategies and other digital assets.
• General economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement could impact anticipated benefits.
• The integration of the two companies may be more difficult, time-consuming, or costly than expected.
• 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.

Future Outlook

The future outlook anticipates the closing of the proposed business combination between Strive and Semler Scientific, along with expected strategic and financial benefits and successful integration of the combined businesses. However, these expectations are subject to significant risks and uncertainties, including those related to market conditions, regulatory changes, and the successful implementation of Bitcoin treasury strategies.

Management Comments

• Matthew Cole, Chief Executive Officer of Strive, Inc., posted a communication on X.com regarding the proposed business combination with Semler Scientific, Inc.

Industry Context

NA

Legal Proceedings

• The possibility of legal proceedings being instituted against Strive, Semler Scientific, or the combined company is identified as a risk.

Related Party Transactions

• Information about the interests of the directors and executive officers of Strive and Semler Scientific, and other persons who may be deemed participants in the solicitation of stockholders, will be included in the Information Statement/Proxy Statement/Prospectus.

Stakeholder Impact

• Shareholders of Strive may experience dilution due to the issuance of additional Class A common stock.
• Customers and employees of both Strive and Semler Scientific could have adverse reactions or changes to business/employee relationships 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 the Class A common stock to be issued.
• The Form S-4 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.

Key Dates

Recommendation

This filing is a pre-merger communication primarily focused on forward-looking statements and associated risks, rather than financial results or operational updates. Investors should 'hold' their position and await the filing of the comprehensive Form S-4, which will contain detailed information about the transaction, financial implications, and the combined entity, before making definitive investment decisions. The significant list of risks warrants caution.

Keywords

Strive, Semler Scientific, merger, acquisition, business combination, SEC filing, Form 425, forward-looking statements, Bitcoin treasury