8-K: Semler Scientific Acquired by Strive, Notes Guaranteed

Semler Scientific, Inc. has been acquired by Strive, Inc., becoming a wholly-owned subsidiary, with Strive guaranteeing Semler's 4.25% Convertible Senior Notes due 2030.

Summary

• Semler Scientific, Inc. was acquired by Strive, Inc. on January 16, 2026, with Semler Scientific surviving as a wholly-owned subsidiary of Strive.
• Each outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Strive Class A common stock.
• A First Supplemental Indenture was executed on January 16, 2026, modifying the terms of Semler Scientific's $100.0 million aggregate principal amount of 4.25% Convertible Senior Notes due 2030.
• Strive, Inc. has become a guarantor of these Convertible Senior Notes, making them general senior, unsecured obligations of Semler Scientific, guaranteed by Strive.
• The conversion right for noteholders has changed from Semler Common Stock to Strive Class A common stock, with an initial adjusted conversion rate of 275.3887 shares of Strive Common Stock per $1,000 principal amount of Notes.
• The maximum conversion rate for the Notes is 344.2348 shares of Strive Common Stock per $1,000 principal amount.
• The Controlled Equity OfferingSM Sales Agreement with various agents was terminated, ceasing further sales of Semler Common Stock under that agreement.
• Semler Scientific common stock will be delisted from Nasdaq, expected before markets open on January 20, 2026, and the company intends to deregister its common stock and suspend reporting obligations.

Sentiment

Score: 6

Explanation: The filing reports the completion of a merger, which is a significant corporate event. The guarantee of convertible notes by the acquiring parent company is a positive for noteholders, while the delisting of Semler's stock is a neutral to negative event for its former public shareholders. Overall, it's a structured and expected outcome of a merger.

Positives

• Strive, Inc. has become a guarantor of Semler Scientific's $100.0 million 4.25% Convertible Senior Notes due 2030, enhancing security for noteholders.
• Unvested stock options for non-employee directors whose service continued through the merger closing, or for holders whose employment is terminated without cause within six months post-merger, will immediately accelerate vesting.

Negatives

• Semler Scientific common stock will be delisted from Nasdaq, and the company will deregister its common stock, ending its public trading and reporting obligations as a standalone entity.
• A change in control of Semler Scientific occurred, with the company becoming a wholly-owned subsidiary of Strive, Inc.

Risks

• Default in any payment of interest on any Note when due and payable, continuing for 30 days.
• Default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise.
• Failure by Semler Scientific to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder's conversion right, continuing for three business days.
• Failure by Semler Scientific to give a fundamental change notice or notice of a make-whole fundamental change when due, continuing for five business days, or notice of a specified corporate transaction when due, continuing for one business day.
• Failure by Semler Scientific to comply with its obligations in respect of any consolidation, merger or sale of assets.
• Failure by Semler Scientific to comply with any other agreements in the Notes or the Indenture for 60 days after written notice.
• Default by Strive, Semler Scientific, or their significant subsidiaries with respect to any indebtedness for money borrowed exceeding $15.0 million, resulting in acceleration or failure to pay principal, and such default not being cured or waived within 30 days.
• Certain events of bankruptcy, insolvency, or reorganization of Strive, Semler, or any of their significant subsidiaries.

Future Outlook

Semler Scientific will operate as a wholly-owned subsidiary of Strive, Inc. Its common stock will be delisted from Nasdaq, and its public reporting obligations will cease. Holders of Semler's convertible notes will now have their conversion rights tied to Strive's Class A common stock, with Strive also guaranteeing these notes.

Industry Context

This filing details the completion of a corporate acquisition where a publicly traded company (Semler Scientific) becomes a private subsidiary of another entity (Strive, Inc.). Such transactions are common in the M&A landscape, often leading to the acquired company's delisting and integration into the acquirer's operations. The guarantee of existing convertible notes by the parent company is a standard practice to maintain investor confidence and fulfill obligations post-acquisition.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (former Semler Scientific): Their shares were converted into Strive Class A common stock at a ratio of 21.05 shares of Strive for each Semler share. They are now shareholders of Strive, Inc.
• Noteholders (Semler Scientific Convertible Senior Notes): Their conversion rights are now tied to Strive Class A common stock, and Strive, Inc. has guaranteed the notes, potentially increasing their security.
• Employees (Semler Scientific): Management changes occurred, with new directors and officers appointed. Unvested options may accelerate under specific conditions.
• Nasdaq: Semler Scientific common stock will be delisted, removing it from public trading on the exchange.

Next Steps

• Nasdaq to cease trading and suspend listing of Semler Scientific common stock, expected before markets open on January 20, 2026.
• Semler Scientific intends to file Form 25 with the SEC to delist and deregister its common stock under Section 12(b) of the Exchange Act.
• Semler Scientific intends to file Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Merger, Acquisition, Convertible Notes, Corporate Governance, Delisting, Strive Inc., Semler Scientific, SEC Filing, Guarantor, Share Exchange