DEFM14A: Strive and Semler Scientific Announce Bitcoin Treasury Merger

Strive, Inc. and Semler Scientific, Inc. plan to combine in an all-stock merger, creating a leading Bitcoin treasury and asset management firm.

Summary

• Strive, Inc. and Semler Scientific, Inc. entered into an Agreement and Plan of Merger on September 22, 2025, which was amended on December 3, 2025, for an all-stock combination.
• Semler Scientific will merge into Strive Merger Sub, Inc., a wholly-owned subsidiary of Strive, with Semler Scientific surviving as a wholly-owned subsidiary of Strive.
• Semler Scientific stockholders will receive 21.05 shares of Strive Class A Common Stock for each share of Semler Scientific Common Stock.
• Based on shares outstanding as of September 19, 2025, Strive stockholders are expected to hold approximately 80.6%, and Semler Scientific stockholders approximately 19.4% of the combined company.
• The value of the merger consideration will fluctuate; based on Strive's closing price on September 19, 2025, the exchange ratio represented approximately $90.52 per Semler Scientific share. By December 2, 2025, this value had decreased to approximately $21.68 per share.
• Semler Scientific will hold a Special Meeting on January 13, 2026, to vote on the Merger Proposal, a non-binding advisory Compensation Proposal, and an Adjournment Proposal.
• Both Semler Scientific's and Strive's Boards of Directors unanimously approved the Merger Agreement and related transactions.
• Strive's stockholder approval for the Parent Share Issuance was already obtained via written consent from holders representing 57.4% of voting power as of September 22, 2025.
• The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
• Semler Scientific's total revenues for the three months ended September 30, 2025, were $7.5 million, a 45% decrease from $13.5 million in the same period in 2024.
• Semler Scientific's total revenues for the nine months ended September 30, 2025, were $24.5 million, a 44% decrease from $43.9 million in the same period in 2024.
• Semler Scientific anticipates fourth-quarter 2025 revenues to be at least 60% lower than third-quarter 2025 revenues due to decreased QuantaFlo usage and customer cancellations.
• Semler Scientific paid a $29.75 million settlement plus interest to the U.S. Department of Justice in September 2025 for alleged False Claims Act violations, funded by a $20 million Coinbase loan and cash from operations.
• As of September 30, 2025, Semler Scientific held 5,048 Bitcoins (including 315 pledged as collateral) with an aggregate purchase price of $478.9 million and an average price of $94,877 per Bitcoin.
• Semler Scientific targets accumulating 10,000 Bitcoin by end of 2025, 42,000 Bitcoin by end of 2026, and 105,000 Bitcoin by end of 2027.
• As of September 30, 2025, Strive held approximately 5,886 Bitcoin with a total cost of $683.0 million and a fair value of $672.9 million, acquired at an average price of $116,053.
• The combined company is expected to hold over 10,900 Bitcoin.
• Strive manages over $2.0 billion in assets under management (AUM) across 13 exchange-traded funds, collective investment trusts, and a direct indexing platform.
• Strive plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range starting fiscal year 2026.

Sentiment

Score: 6

Explanation: The merger represents a significant strategic pivot for Semler Scientific towards a Bitcoin treasury model, combining with Strive to create a larger entity in this emerging sector. This strategic alignment and the potential for alpha generation are positive. However, Semler Scientific's legacy healthcare business is in sharp decline, and the value of the merger consideration for Semler stockholders has significantly dropped since the announcement. Strive also has a history of operating losses and incurred a large impairment charge. The overall sentiment is cautiously optimistic due to the strategic vision, but tempered by current financial challenges and inherent risks of the volatile digital asset market and legacy business decline.

Positives

• The merger creates a combined entity with over 10,900 Bitcoin, enhancing scale in the Bitcoin treasury industry.
• Semler Scientific stockholders were offered a 210% premium to their share price on September 18, 2025, based on the initial exchange ratio.
• The all-stock consideration allows Semler Scientific stockholders to maintain an ownership stake (approximately 19.4%) in the combined company and participate in its future growth.
• The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes for Semler Scientific stockholders (excluding cash for fractional shares).
• Strive's existing asset management business provides recurring, fee-based revenue streams.
• Strive's strategy includes deploying capital to accumulate Bitcoin and implementing alpha investment strategies to potentially outperform spot Bitcoin.
• Both Boards of Directors unanimously approved the merger, indicating strong internal support.
• Strive's Charter Amendment provides post-closing governance flexibility by removing the maximum limit on directors, allowing for the addition of experienced individuals.

Negatives

• Semler Scientific's healthcare business revenues are significantly declining, with a 45% decrease in Q3 2025 compared to Q3 2024, and a projected 60% further decline in Q4 2025.
• Semler Scientific incurred a $29.75 million settlement payment plus interest to the DOJ for alleged False Claims Act violations.
• The value of the merger consideration for Semler Scientific stockholders has significantly decreased from approximately $90.52 per share on September 19, 2025, to $21.68 per share on December 2, 2025.
• Strive has a history of operating losses and reported a net operating loss of $44.086 million for the period from September 12-30, 2025.
• Strive recognized a goodwill and intangible asset impairment charge of $140.8 million for the period from September 12-30, 2025.
• Strive reported a net unrealized loss on digital assets of $10.133 million and an other derivative loss of $14.731 million for the period from September 12-30, 2025.
• Semler Scientific's CEO is entitled to $450,000 in severance and up to nine months of COBRA reimbursements upon termination, regardless of cause.
• Semler Scientific is facing multiple lawsuits, including a purported class action related to DOJ investigation disclosures and a complaint alleging Exchange Act violations related to merger disclosures.
• Strive is a 'controlled company' under Nasdaq rules, which may allow it to rely on exemptions from certain corporate governance standards, potentially reducing protections for other stockholders.
• The merger will result in dilution for existing Strive stockholders, whose overall ownership percentage will decrease.

Risks

• The ability to complete the merger is subject to various closing conditions, including Semler Scientific stockholder approval and antitrust clearance, which may impose adverse conditions or cause the merger to be abandoned.
• Delays in completing the merger could negatively affect the trading price of both companies' securities and their future business and financial results.
• The Merger Agreement contains provisions that limit both companies' ability to pursue alternative transactions and could discourage competing offers.
• Certain Semler Scientific directors, executive officers, and major stockholders have interests in the merger that may differ from, or conflict with, those of unaffiliated stockholders.
• Termination of the Merger Agreement could trigger a $49 million termination fee payable by Semler Scientific to Strive, negatively impacting its business, financial condition, and stock price.
• Stockholder litigation could prevent or delay the closing or negatively impact the businesses and operations of both companies.
• Both companies will incur significant transaction costs, regardless of whether the merger is completed.
• The merger may distract management teams from other responsibilities and limit their ability to pursue new opportunities.
• Business uncertainties during the merger's pendency may impact ability to attract and retain personnel.
• The unaudited pro forma combined financial information may not be representative of the combined company's actual results.
• Strive has a limited operating history and recently launched Bitcoin treasury strategy, making evaluation difficult.
• Strive has a history of operating losses and may need additional capital.
• Bitcoin is a novel asset subject to significant legal, commercial, regulatory, and technical uncertainty, and its price is highly volatile.
• Strive's Bitcoin strategy will subject it to enhanced regulatory oversight.
• Bitcoin holdings are less liquid than cash and may not serve as a source of liquidity to the same extent.
• Insiders have influence over Strive and could limit other stockholders' ability to influence key transactions.
• Strive's Amended & Restated Articles of Incorporation include a corporate opportunity waiver.
• Some provisions of Strive's organizational documents may deter third-party acquisitions.
• Strive does not anticipate paying cash dividends in the foreseeable future.
• Sales of substantial amounts of Strive Common Stock by significant stockholders could depress its stock price.
• Semler Scientific will incur increased costs as a public company, and management time will be diverted to compliance.
• Future sales and issuance of Strive Class A Common Stock could result in dilution.
• Strive's accounting method for SATA Stock may result in lower reported net earnings attributable to common stockholders.
• Nevada law may provide less guidance for specific fact scenarios than Delaware law.
• Strive's directors and officers are protected from liability for a broad range of actions.
• Strive's bylaws designate exclusive forums for disputes, limiting stockholders' ability to choose favorable forums.
• If securities or industry analysts cease publishing research or publish unfavorable research, Strive's stock price and liquidity could decline.
• Semler Scientific's Bitcoin treasury strategy exposes it to various risks, including volatility, lack of interest/dividends, and significant impact on financial results.
• Semler Scientific is subject to counterparty risks, especially relating to custodians, and custodially-held Bitcoin may become part of custodians' insolvency estates.
• Changes in Semler Scientific's Bitcoin ownership could have accounting, regulatory, and other impacts, increasing earnings volatility.
• The availability of spot Bitcoin ETPs may adversely affect the market price of Semler Scientific Common Stock.
• Semler Scientific's Bitcoin treasury strategy subjects it to enhanced regulatory oversight.
• Unregulated nature and lack of transparency of Bitcoin trading venues may lead to fraud, security failures, or operational problems.
• Concentration of Semler Scientific's Bitcoin holdings enhances inherent risks.
• The emergence or growth of other digital assets could negatively impact the price of Bitcoin.
• Semler Scientific's Bitcoin holdings are less liquid than cash and cash equivalents.
• Security breaches or cyberattacks could lead to loss of Bitcoin.
• Semler Scientific faces risks relating to custody of Bitcoin, including the loss or destruction of private keys.
• A temporary or permanent blockchain fork could adversely affect business.
• Due diligence procedures to mitigate transaction risk may fail to prevent transactions with sanctioned entities.
• Failure to successfully implement Semler Scientific's healthcare solutions strategy (e.g., due to CMS reimbursement changes, FDA delays) will adversely affect business.
• Semler Scientific markets a limited number of FDA-cleared products and may not achieve broad market acceptance.
• Physicians may not widely adopt Semler Scientific's products without long-term clinical data and peer-reviewed articles.
• Inadequate coverage and reimbursement for procedures using Semler Scientific's product could hinder acceptance.
• Semler Scientific relies on a small number of key personnel, loss of whom could damage business.
• Reliance on a small direct sales force and challenges in managing distribution network.
• Need to increase sales and marketing network and expand offerings.
• Customers not required to enter long-term contracts, leading to potential loss on short notice.
• Exposure to risk due to significant portion of revenues and accounts receivables with limited customers (two customers accounted for 49% and 23.4% of Q3 2025 revenues; largest customer and another significant customer ceased use of device Oct 1, 2025).
• Reliance on small number of independent suppliers and facilities for manufacturing QuantaFlo.
• Healthcare business needs to generate significant revenues to regain profitability.
• Future financial performance depends on successful improvements and software updates to QuantaFlo on a cost-effective basis.
• Development or distribution of additional products and service offerings involves time and expense, may not yield benefits.
• Investments in other companies may not be repaid or realize expected benefits.
• Semler Scientific's business is subject to many laws and government regulations governing medical devices, including FDA's 510(k) clearance process.
• The FDA may change policies, adopt additional regulations, or revise existing ones.
• Business subject to unannounced FDA inspections.
• Reliance on third parties for clinical trials and regulatory processes.
• Risk of improper promotion for off-label uses.
• Uncertainty regarding implementation, transformation, or repeal of Health Care Reform Law.
• Subject to healthcare fraud and abuse laws and regulations, including False Claims Act.
• Success depends on ability to obtain and protect proprietary information (patents, trade secrets).
• Need to license intellectual property from third parties, which may not be available on reasonable terms.
• Subject to claims of misappropriation of intellectual property.
• Inability to protect confidentiality of trade secrets.
• Indebtedness and liabilities could limit cash flow, expose to risks, and impair ability to satisfy obligations.
• May not have ability to raise funds necessary to settle convertible notes in cash or repurchase them.
• Conditional conversion feature of notes may adversely affect financial condition.
• Conversion of notes may dilute ownership interest or depress stock price.
• Capped call transactions may affect value of notes and common stock.
• Subject to counterparty risk with capped call transactions.
• Semler Scientific's executive officers and directors, if acting together, have the ability to substantially influence the outcome of all matters submitted to stockholders for approval.
• Provisions in corporate charter documents and Delaware law could make acquisition more difficult.
• Stock price has been and may continue to be volatile.
• Semler Scientific does not anticipate paying cash dividends in the foreseeable future.
• Operates in intensely competitive and rapidly changing business environment, products could become obsolete.
• Changes in, or interpretations of, tax rules and regulations may adversely affect effective tax rates.
• Smaller reporting company status may make stock less attractive.
• Increased costs and management time due to public company operations.
• Future dilution from equity offerings.
• Product liability risk, potentially insufficient insurance.
• Product recall or voluntary market withdrawal could increase costs.
• Failure to properly manage operations could harm the business.
• Information security incidents, including cybersecurity breaches, could negatively impact business or reputation.
• Adverse developments affecting the financial services industry could adversely affect operations.
• Fluctuations in insurance cost and availability or denial of claims.
• Disruptions at FDA, SEC, and other government agencies due to funding shortages or political changes.

Future Outlook

The combined company intends to operate its asset management segment at roughly breakeven (single-digit-million loss to profit range) starting fiscal year 2026, allowing the majority of incremental capital to be directed towards its Bitcoin Treasury Operations. Strive aims to increase its Bitcoin holdings to enhance long-term value for common equity stockholders, using proceeds from financing and alpha investing strategies. Semler Scientific's healthcare business anticipates further revenue declines in Q4 2025 and beyond, and expects to undertake measures to align expenses with this decline. The merger is expected to close in January 2026.

Management Comments

• Matthew Cole, CEO of Strive, Inc.: 'Strive is focused on delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin – making it accessible, practical, and central to their financial futures – while Strive remains committed to empowering investors through its pro-shareholder focused equity ETFs and actively managed Fixed Income ETFs.'
• Semler Scientific Board: Unanimously determined the Merger Agreement and transactions are fair to and in the best interests of Semler Scientific stockholders, and recommended approval.
• Strive Board: Unanimously determined the Merger Agreement and transactions (including Parent Share Issuance) are advisable, fair to and in the best interests of Strive and its stockholders, and approved them.

Industry Context

The filing highlights a nascent but accelerating trend of corporate Bitcoin treasuries, pioneered by MicroStrategy. Institutional adoption of Bitcoin is growing, with government entities, sovereign wealth funds, pension funds, and insurance companies seeking a scarce, non-sovereign store of value and an inflation hedge. Strive aims to capitalize on this by combining its asset management revenues with a capital markets playbook for Bitcoin accumulation and alpha generation, positioning itself as a multi-strategy Bitcoin investor. The industry is seen as 'virtuous rather than zero sum,' with Strive viewing competitors as collaborators in advancing broader corporate Bitcoin integration. The approval of spot Bitcoin ETPs is noted as a significant development, potentially affecting how investors gain Bitcoin exposure.

Comparison to Industry Standards

• MicroStrategy Incorporated (Strategy): Reference standard for scale with over 600,000 Bitcoin, demonstrating innovative financial engineering for Bitcoin accumulation.
• Metaplanet, Inc. (Tokyo-listed): Exploits structural nuances of Japanese markets (low borrowing costs, tax treatment differences, retail premium) for incremental Bitcoin exposure.
• Twenty-One: Leverages strategic relationship with Tether for large Bitcoin acquisition, unique in scaling Bitcoin-adjacent operations.
• Nakamoto Corporation: Combines traditional treasury strategy with seed investments in emerging Bitcoin treasury companies, acting as an incubator.
• Cantor Equity Partners I (CEPO): Proposed business combination with Bitcoin Standard Treasury Company, aiming for substantial initial Bitcoin treasury and aggressive capital stack.
• Columbus Circle Capital Corp I (BRR): Merging with Anthony Pompliano's ProCap BTC, rebranding around Bitcoin Rate of Return, positioning to outperform Bitcoin through accretive accumulation and yield strategies.
• Spot Bitcoin ETFs: Offer broad, low-friction access for institutional allocators but provide only passive beta, with management fees steadily eroding Bitcoin exposure and no alpha generation.
• Strive's Differentiation: Claims to be the only competitor explicitly pursuing multi-strategy Bitcoin investing alpha on top of its Bitcoin treasury beta, including acquisitions of discounted cash via M&A, buying Bitcoin at a discount versus spot via distressed claims, and structured credit instruments.

Management Changes

Corporate Governance

Legal Proceedings

• Semler Scientific entered into a settlement agreement with the Civil Fraud Section of the DOJ and HHS on September 10, 2025, to resolve potential claims related to alleged civil violations of the False Claims Act for marketing tests on devices using photoplethysmography technology as reimbursable by Medicare. The settlement amount was $29.75 million plus 4.25% interest from April 28, 2025, and $390,000 for relators' attorneys' fees.
• Semler Scientific entered into a corporate integrity agreement with the OIG of HHS in connection with the DOJ settlement, requiring certain compliance and reporting measures for five years.
• A purported class action lawsuit, Ravi Krishnamoorthy v. Semler Scientific, Inc., et al., was filed on August 29, 2025, in the U.S. District Court for the Northern District of California, alleging violations of Sections 10(b) and 20(a) of the Exchange Act related to Semler Scientific's disclosures regarding the DOJ investigation.
• A complaint, Tran v. Semler Scientific, Inc., et al., was filed on October 14, 2025, in the U.S. District Court for the Northern District of Illinois against Semler Scientific and four directors, alleging violations of Sections 14(a) and 20(a) of the Exchange Act in connection with disclosures related to the proposed merger with Strive.
• Semler Scientific filed suit against Joshua Daniels on September 15, 2025, in California State Court seeking declaratory relief regarding Daniels' demand for attorneys' fees in connection with Semler Scientific's bylaw amendments in June 2025. Daniels filed a Notice of Removal to the U.S. District Court for the Northern District of California on October 23, 2025, and a motion to dismiss or stay on November 7, 2025.
• Joshua Daniels filed a complaint in the Delaware Court of Chancery on October 22, 2025, against Semler Scientific for an equitable award of attorneys' fees and expenses relating to Semler Scientific's bylaw amendments in June 2025. Semler Scientific moved to dismiss this complaint on November 17, 2025, and Daniels filed a Motion for an Order Awarding Attorneys' Fees, Expenses, and Incentive Award on November 19, 2025.
• Other purported stockholders have submitted demand letters concerning the merger disclosures, but no additional lawsuits have been filed.
• Strive is not currently a party to any material legal or administrative proceedings and is not aware of any such contingencies that would have a material adverse effect on its financial condition, results of operations, or liquidity.

Related Party Transactions

• Strive entered into a Shareholders Agreement on September 12, 2025, with Vivek Ramaswamy and affiliated entities, Matthew Cole, Benjamin Pham, Logan Beirne, Virtuous Industries, LLC, and Liberty Pier Foundation (Controlling Shareholders), granting them certain board nomination and voting rights, and the ability to elect controlled company status.
• Strive entered into a Registration Rights Agreement on September 12, 2025, with certain significant stockholders (including Controlling Shareholders), providing customary registration rights.
• Mr. Lavish, a Strive board member, is Managing Partner of Bitcoin Opportunity Fund, which purchased 1,111,111 shares of Strive Class A Common Stock and 1,111,111 Traditional Warrants in Strive's PIPE financing.
• Eric Semler, Executive Chairman of Semler Scientific, will be appointed a director on the Strive Board upon closing, subject to Nasdaq independence criteria.
• Semler Scientific's board approved a consulting arrangement for Mr. Semler for $30,000 per month, starting June 25, 2025.
• Certain Strive officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants, purchasing 0.3 million shares of Class A common stock and receiving 0.3 million PIPE Traditional Warrants.
• Strive entered into a letter agreement with Vivek Ramaswamy on December 3, 2025, regarding the conversion of Class B Common Stock into Class A Common Stock.

Stakeholder Impact

• Shareholders (Semler Scientific): Will receive Strive Class A Common Stock, allowing continued participation in the combined company. However, they face dilution (19.4% ownership post-merger) and the value of their consideration has decreased since the announcement. They also bear the risk of Strive's operating losses and Bitcoin volatility.
• Shareholders (Strive): Will experience dilution (73% ownership post-merger) but gain Semler Scientific's Bitcoin holdings and healthcare business. They are subject to Strive's controlled company status.
• Employees (Semler Scientific): Those continuing with the combined company will receive comparable base salary/wages and cash incentive opportunities, and substantially comparable other benefits for 12 months post-closing. Service credit for vesting and eligibility will be recognized. Unvested options for non-employee directors accelerate.
• Customers (Semler Scientific Healthcare): Face uncertainty due to declining revenues, CMS reimbursement changes, and the DOJ settlement, which has led to customer cancellations. The future of the healthcare business within the combined entity is being re-evaluated (CardioVanta subsidiary, potential for new 510(k) clearance).
• Creditors (Semler Scientific): Convertible notes remain outstanding with adjusted conversion terms. The Coinbase loan is secured by Bitcoin collateral.
• Regulatory Authorities: The merger is subject to SEC and HSR Act compliance. Both companies are subject to ongoing regulatory oversight, especially regarding Bitcoin and healthcare.

Next Steps

• Semler Scientific to hold a Special Meeting on January 13, 2026, for stockholders to vote on the Merger Proposal, Compensation Proposal, and Adjournment Proposal.
• Strive and Semler Scientific expect to complete the Merger in January 2026, assuming timely satisfaction of closing conditions.
• Strive will cause Eric Semler to become a director on the Strive Board upon closing.
• Strive plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range beginning FY 2026.
• Strive intends to continue establishing relationships with Bitcoin trading partners and qualified custodians.
• Strive plans to continue funding Bitcoin purchases through various financing methods and pursue alpha investing strategies.
• Semler Scientific anticipates undertaking measures to align expenses with the projected revenue decline in its healthcare business.
• Semler Scientific is seeking a new 510(k) clearance from the FDA for expanded use of QuantaFlo for other cardiovascular diseases.
• Semler Scientific formed CardioVanta, a wholly-owned subsidiary, to focus on early detection of heart failure and cardiac arrhythmia monitoring, seeking outside investors.
• Semler Scientific will continue marketing QuantaFlo for PAD.
• Semler Scientific will include required income tax disclosures in its consolidated financial statements for the year ending December 31, 2025, following early adoption of ASU 2023-09.
• Daniels' motion to dismiss or stay in Semler Scientific, Inc. v. Joshua Robert Daniels is scheduled to be heard on March 4, 2026.
• Semler Scientific will respond to Daniels' Motion for an Order Awarding Attorneys' Fees, Expenses, and Incentive Award in due course.
• Strive intends to hold an annual meeting of stockholders by December 31, 2026.

Key Dates

Recommendation

The proposed merger represents a significant strategic shift for Semler Scientific, moving its primary focus to a Bitcoin treasury strategy by combining with Strive, a Bitcoin asset management firm. While this offers potential for long-term value creation through increased Bitcoin scale (over 10,900 BTC combined) and Strive's alpha investing strategies, there are substantial near-term headwinds and risks. Semler Scientific's legacy healthcare business is experiencing sharp revenue declines (45% in Q3 2025, projected 60% further drop in Q4 2025) and is burdened by a $29.75 million DOJ settlement. The value of the merger consideration for Semler Scientific stockholders has also significantly decreased since the initial announcement (from $90.52 to $21.68 per share). Strive itself has a history of operating losses and recently incurred a $140.8 million goodwill and intangible asset impairment. The combined entity will be heavily exposed to the volatile and evolving regulatory landscape of digital assets. Given the strategic potential offset by significant operational challenges, financial losses, and market volatility, a 'hold' recommendation is appropriate for existing shareholders to observe the integration process and the execution of the combined company's Bitcoin strategy, while acknowledging the high-risk, high-reward nature of the investment.

Keywords

Bitcoin, Merger, Asset Management, Healthcare Technology, SEC Filing, Strive, Semler Scientific, Cryptocurrency, Corporate Governance, Risk Factors, Nasdaq, Stock Exchange, Financial Reporting, Acquisition, Digital Assets, Medical Devices, QuantaFlo, DOJ Settlement, Convertible Notes, Equity Offering