8-K: Semler Scientific to Merge with Strive, Inc.

Semler Scientific, Inc. has entered into a definitive merger agreement to become a wholly owned subsidiary of Strive, Inc., with Semler Sci shareholders receiving 21.05 shares of Strive Class A Common Stock for each Semler Sci share.

Summary

• Semler Scientific, Inc. (Semler Sci) and Strive, Inc. (Strive) entered into an Agreement and Plan of Merger on September 22, 2025.
• The transaction involves a two-step merger: first, a newly formed subsidiary of Strive (Merger Sub) will merge into Semler Sci, with Semler Sci surviving as a wholly owned subsidiary of Strive. Immediately thereafter, Semler Sci will merge into a Delaware limited liability company (Second Merger Sub), with Second Merger Sub surviving as a direct, wholly owned subsidiary of Strive.
• For U.S. federal income tax purposes, the Mergers are intended to constitute an integrated transaction qualifying as a reorganization under Section 368(a) of the U.S. Internal Revenue Code.
• Each outstanding share of Semler Sci common stock will be converted into the right to receive 21.05 shares of Strive Class A Common Stock.
• Outstanding Semler Sci stock options will be converted into options to purchase Strive Class A Common Stock, maintaining the same terms and conditions, including vesting and exercisability. However, vesting will immediately accelerate for non-employee directors whose service continues through closing, or for employees terminated without cause within six months post-merger.
• The Boards of Directors of both Strive and Semler Sci unanimously approved the Merger Agreement.
• Closing conditions include approval by a majority of Semler Sci stockholders, approval by Strive stockholders for the share issuance, regulatory approvals (including HSR Act expiration/termination without a 'Burdensome Condition'), absence of prohibitive laws or litigation, and accuracy of representations and warranties.
• A termination fee of $49 million, payable in cash or Bitcoin at Strive's election, is due from Semler Sci under specified circumstances, such as a change in recommendation by Semler Sci's board or if Semler Sci enters into an alternative acquisition agreement within one year of termination.

Sentiment

Score: 7

Explanation: The merger is a significant strategic move with unanimous board approval and a financial advisor's fairness opinion, suggesting a positive outlook for the transaction itself. However, the inherent risks of integration, regulatory hurdles, and the potential for a substantial termination fee introduce some caution. The cross-industry nature (medical device to digital assets) also adds a layer of complexity and potential uncertainty, but the overall tone is one of strategic advancement.

Positives

• The merger agreement received unanimous approval from the Boards of Directors of both Semler Scientific and Strive, indicating strong internal support for the transaction.
• The transaction is structured to qualify as a tax-free reorganization for U.S. federal income tax purposes, which can be beneficial for shareholders.
• Semler Scientific shareholders will receive a fixed exchange ratio of 21.05 shares of Strive Class A Common Stock for each Semler Scientific share, providing them with continued equity participation in the combined entity.
• Certain Semler Scientific equity awards will benefit from accelerated vesting under specific conditions, such as continued service for non-employee directors or termination without cause for employees post-merger.
• Eric Semler, a director of Semler Scientific, is expected to be appointed to Strive's Board of Directors, subject to Nasdaq independence criteria, ensuring some continuity of governance.
• LionTree Advisors LLC, financial advisor to Semler Scientific, provided an oral opinion (to be confirmed in writing) that the exchange ratio is fair, from a financial point of view, to Semler Scientific stockholders (excluding Parent and its Affiliates).

Negatives

• Semler Scientific will cease to exist as an independent publicly traded company, leading to a loss of direct investment in its specific business.
• Semler Scientific may be required to pay a substantial termination fee of $49 million (in cash or Bitcoin) under certain conditions, such as a change in board recommendation or entering into an alternative acquisition agreement, which could be a significant financial burden.
• The transaction is subject to various closing conditions, including obtaining necessary stockholder and regulatory approvals, which introduces uncertainty and the risk of the merger not being completed.
• Forward-looking statements highlight risks such as the potential for integration difficulties, failure to realize anticipated strategic and financial benefits, and the impact of general economic and market conditions, including those affecting Bitcoin and other digital assets.
• The issuance of additional Strive Class A Common Stock to Semler Scientific shareholders will result in dilution for existing Strive shareholders.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the right of one or both parties to terminate the merger agreement.
• The possibility that the proposed transaction does not close when expected or at all because the 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 or Semler Scientific or the combined company.
• The possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of 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, laws and regulations and their enforcement.
• 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, including as a result of unexpected factors or events.
• The 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, including those resulting from the announcement or completion of the proposed transaction.
• Changes in Strive's or Semler Scientific's share price before closing.
• Other factors that may affect future results of Strive, Semler Scientific, or the combined company, including unknown or unpredictable factors.

Future Outlook

The combined company anticipates strategic and financial benefits, including expected cost savings and strategic gains, and the successful integration of the businesses. However, these forward-looking statements are subject to risks, such as the non-realization of anticipated benefits, challenges in integrating the businesses, and market conditions affecting Bitcoin and other digital assets.

Management Comments

• The Board of Directors of Semler Scientific unanimously determined that the merger agreement and the transactions are advisable, fair to, and in the best interests of Semler Scientific's stockholders, and recommended their approval and adoption.
• The Board of Directors of Strive unanimously determined that the merger agreement and the transactions, including the Parent Share Issuance, are advisable, fair to, and in the best interests of Strive and its stockholders, and approved and adopted them.

Industry Context

This merger represents a notable cross-industry transaction, with Strive, a company with a stated focus on Bitcoin treasury strategies and digital assets, acquiring Semler Scientific, a medical device company known for its QuantaFlo product. This could signal a strategic diversification for Semler Scientific's shareholders into the digital asset space or Strive's intent to leverage Semler Scientific's existing business while continuing its digital asset strategy. The transaction highlights the increasing intersection of traditional industries with the digital asset economy.

Management Changes

Corporate Governance

Legal Proceedings

• The closing of the merger is conditioned on the absence of any pending litigation or similar legal action by any governmental authority seeking to prohibit or restrain the merger or impose a 'Burdensome Condition'.
• The filing identifies the outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company as a risk factor.
• Semler Scientific is obligated to promptly notify Strive of any stockholder demands, litigations, arbitrations, or other similar proceedings related to the merger ('Transaction Litigation') and allow Strive to participate in the defense and settlement.

Related Party Transactions

• The Company represents that it has disclosed any material contracts or transactions with executive officers, directors, 5% beneficial owners, or their affiliates/associates in its Company Disclosure Schedule, as defined by 'Related Party Contract' in Section 4.17(a)(ix).

Stakeholder Impact

• **Semler Scientific Shareholders**: Will exchange their shares for Strive Class A Common Stock, becoming shareholders of Strive. They will no longer hold shares in an independent Semler Scientific.
• **Strive Shareholders**: Will experience dilution due to the issuance of new Strive Class A Common Stock to Semler Scientific shareholders.
• **Semler Scientific Employees**: Certain equity awards will convert to Strive options with potential accelerated vesting. Parent commits to providing comparable base salary/wage, annual target cash incentive compensation, and other benefits (excluding certain types) for 12 months post-closing. Service credit for vesting and eligibility (but not benefit accrual) will be recognized under Parent's plans.
• **Semler Scientific Directors and Officers**: Indemnification and directors and officers liability insurance will be maintained for six years post-merger. One Semler Scientific director, Eric Semler, will join Strive's Board.
• **Customers and Suppliers**: The filing notes a risk of potential adverse reactions or changes to business or employee relationships resulting from the announcement or completion of the proposed transaction.

Next Steps

• Strive will form Merger Sub and Second Merger Sub promptly following the agreement date.
• Strive must deliver the duly executed Parent Stockholder Approval to Semler Scientific by September 24, 2025.
• Semler Scientific and Strive will jointly prepare and file a preliminary Information Statement/Proxy Statement with the SEC.
• Strive will prepare and file a Registration Statement on Form S-4 with the SEC to register the shares of Strive Class A Common Stock to be issued.
• The SEC must clear the Information Statement/Proxy Statement and declare the Registration Statement effective.
• Semler Scientific will set a record date and convene a stockholder meeting to obtain the Company Stockholder Approval.
• Nasdaq must approve the listing of the Strive Class A Common Stock to be issued in the merger.
• The Merger and Second Merger will be consummated upon satisfaction of all closing conditions.
• Eric Semler, a director of Semler Scientific, will be appointed to Strive's Board of Directors at the Effective Time, subject to Nasdaq independence criteria.
• Strive will file a registration statement for the Converted Options.
• Semler Scientific will cooperate in delisting its common stock from Nasdaq and terminating its registration under the Securities Exchange Act, effective at the Effective Time.

Key Dates

Recommendation

The merger offers Semler Scientific shareholders an opportunity to transition into a larger entity with a focus on digital assets, potentially diversifying their investment. The fixed exchange ratio provides clarity on the consideration. However, the transaction is subject to various closing conditions, including regulatory and shareholder approvals, and carries integration risks. The $49 million termination fee for Semler Scientific under certain circumstances also presents a downside risk. Given these factors, a 'hold' recommendation is appropriate for existing shareholders to await the outcome of the approval processes and further clarity on the combined entity's strategy and integration success. New investors might consider Strive directly if they are interested in the combined entity's strategy.

Keywords

Merger, Acquisition, Strive Inc., Semler Scientific, SMLR, Stock-for-stock, Exchange Ratio, SEC Filing, 8-K, Corporate Reorganization, Shareholder Approval, Regulatory Approval, Bitcoin, Digital Assets, Healthcare Technology, Financial Services