SCHEDULE: Semler Scientific Completes Merger with Strive, Inc.

Semler Scientific, Inc. has completed its merger with Strive, Inc., becoming a wholly owned subsidiary, with Semler shareholders receiving Strive Class A Common Stock.

Summary

• Semler Scientific, Inc. completed its merger with Strive, Inc. on January 16, 2026, as per an agreement dated September 22, 2025, and amended on December 3, 2025.
• Semler Scientific has become a direct, wholly owned subsidiary of Strive, Inc. following the merger.
• Each outstanding share of Semler Scientific common stock was converted into the right to receive 21.05 shares of Strive's Class A Common Stock.
• Cash will be provided to former Semler Scientific shareholders in lieu of any fractional shares.
• The reporting persons, including the Chang Family Trust, William H.C. Chang, Diana Shon Chang, and Chang 2020 Delaware LP, now beneficially own 0% of Semler Scientific's common stock.

Sentiment

Score: 7

Explanation: The completion of a merger, especially with a defined share exchange, typically provides certainty for shareholders. While it means the end of Semler as an independent entity, the terms were previously agreed upon, and the execution is a positive step for the transaction's participants. The reporting persons' ownership going to 0% is a factual outcome of the merger, not inherently negative for the company itself.

Positives

• The completion of the merger provides a definitive outcome for Semler Scientific shareholders, converting their holdings into shares of Strive, Inc.
• Semler Scientific shareholders received a fixed exchange ratio of 21.05 shares of Strive's Class A Common Stock for each Semler share, offering participation in Strive's future growth.
• The transaction provides liquidity for former Semler Scientific shareholders through the conversion to Strive shares.

Negatives

• Semler Scientific ceases to be an independent publicly traded entity.
• Former Semler Scientific shareholders no longer hold direct equity in Semler Scientific.
• The reporting persons no longer have beneficial ownership in Semler Scientific.

Industry Context

This merger represents a consolidation event within the industry, where a smaller entity (Semler Scientific) is acquired by a larger or strategically aligned company (Strive, Inc.). Such transactions are common for achieving scale, market expansion, or integrating complementary technologies or services.

Stakeholder Impact

• Shareholders (Semler Scientific): Their shares have been converted into Strive Class A Common Stock, and they no longer hold direct equity in Semler Scientific.
• Shareholders (Strive, Inc.): Strive has expanded its operations by acquiring Semler Scientific.
• Employees (Semler Scientific): Semler Scientific is now a wholly owned subsidiary of Strive, which may lead to integration and potential changes in organizational structure, though not explicitly stated in this filing.

Next Steps

• Former Semler Scientific shareholders will receive 21.05 shares of Strive's Class A Common Stock for each share previously held.
• Cash will be distributed to former Semler Scientific shareholders in lieu of any fractional shares.

Key Dates

Keywords

Semler Scientific, Strive Inc, Merger, Acquisition, Schedule 13D, Common Stock, Share Exchange, Corporate Action