8-K: Strive Closes IPO, Boosts Bitcoin Holdings Ahead of Semler Sci Merger

Strive, Inc. announced the closing of its initial public offering, raising $149.3 million, and significantly increased its Bitcoin holdings to approximately 7,525 BTC, ahead of its planned acquisition of Semler Scientific.

Summary

• Semler Scientific, Inc. (Semler Sci) filed this 8-K to provide supplemental disclosures regarding Strive, Inc. (Strive) in connection with their previously announced all-stock merger agreement from September 22, 2025.
• Strive, Inc. successfully closed its initial public offering (IPO) on November 10, 2025, issuing 2,000,000 shares of Variable Rate Series A Perpetual Preferred Stock at $80 per share.
• The IPO generated net proceeds of approximately $149.3 million for Strive, which were primarily used to purchase Bitcoin and for general corporate purposes.
• Between October 28, 2025, and November 9, 2025, Strive acquired approximately 1,567.2 Bitcoin at an average price of $103,315.46 per Bitcoin, totaling $161,912,220, including fees and expenses.
• These Bitcoin acquisitions were funded by the net proceeds from the IPO and proceeds from the exercise of traditional warrants.
• Following these transactions, Strive's total Bitcoin holdings increased to approximately 7,525 Bitcoin, with a total acquisition cost of $853,218,300 and an average acquisition price of $113,384.18 per Bitcoin.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. Strive successfully completed a significant capital raise through its IPO and strategically increased its Bitcoin holdings, which are positive developments for its stated treasury strategy. The merger update is a procedural step. The primary risks mentioned are standard forward-looking statements for a merger and digital asset strategy, not new negative developments.

Positives

• Strive successfully completed its initial public offering, raising approximately $149.3 million in net proceeds.
• Strive significantly increased its Bitcoin holdings by approximately 1,567.2 BTC, demonstrating continued execution of its digital asset treasury strategy.
• The recent Bitcoin purchases were made at an average price of $103,315.46, which is lower than Strive's overall average acquisition price of $113,384.18, indicating a favorable entry point for these specific acquisitions.

Risks

• The merger agreement between Strive and Semler Sci could be terminated due to various events, changes, or circumstances.
• The proposed transaction may not close when expected or at all if conditions to closing are not met or satisfied on a timely basis.
• Legal proceedings may be instituted against Strive, Semler Sci, or the combined company.
• Anticipated benefits of the proposed transaction, including cost savings and strategic gains, may not be realized as expected or at all, potentially due to changes in or problems arising from Bitcoin treasury strategies and risks associated with digital assets.
• Integration of the two companies may be more difficult, time-consuming, or costly than anticipated.
• The proposed transaction may be more expensive or take longer to complete than expected due to unforeseen factors.
• Management's attention may be diverted from ongoing business operations and opportunities during the merger process.
• Strive's issuance of additional shares of its Class A common stock in connection with the proposed transaction will cause dilution for existing shareholders.
• Potential adverse reactions from Strive's or Semler Sci's customers or changes to business or employee relationships could occur as a result of the merger announcement or completion.
• Changes in Strive's or Semler Sci's share price before closing could impact the transaction.

Future Outlook

The future outlook is centered on the successful completion and integration of the proposed all-stock merger between Semler Scientific and Strive. Management anticipates strategic and financial benefits from the combined company, including the continued implementation of Strive's Bitcoin treasury strategies. The timing of the closing of the proposed transaction and the ability to successfully integrate the combined businesses are key forward-looking elements.

Management Comments

• Douglas Murphy-Chutorian, M.D., Chief Executive Officer and Interim Chief Financial Officer of Semler Scientific, Inc., signed the report on behalf of the registrant.

Industry Context

Strive's strategy of utilizing capital raise proceeds to acquire Bitcoin positions it within a niche but growing segment of companies that integrate digital assets into their corporate treasury management. This approach reflects a belief in Bitcoin as a store of value or strategic asset, distinguishing Strive from traditional companies that typically hold cash or short-term investments. The successful IPO and subsequent Bitcoin purchases highlight increasing institutional comfort and participation in the digital asset space, potentially influencing broader corporate finance trends.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess Strive's IPO or Bitcoin treasury strategy against global benchmarks. A direct comparison would require detailed financial performance metrics and strategic objectives of other companies with similar digital asset holdings or capital structures, which are not present in this disclosure.

Legal Proceedings

• The possibility of legal proceedings being instituted against Strive or Semler Sci or the combined company is noted as a risk factor related to the proposed transaction.

Stakeholder Impact

• **Shareholders of Semler Sci:** Will receive Strive's Class A common stock as consideration for the acquisition, subject to the merger terms.
• **Shareholders of Strive:** Will experience dilution due to the issuance of additional Class A common stock for the merger and the Variable Rate Series A Perpetual Preferred Stock from the IPO.
• **Employees of both companies:** Will be impacted by the integration process following the merger.
• **Customers of both companies:** May experience changes in service or product offerings as the businesses integrate.

Next Steps

• Strive and Semler Sci will continue to work towards satisfying the conditions to closing the merger agreement.
• Strive will issue Class A common stock in connection with the proposed transaction.
• Semler Sci stockholders will be asked to approve the proposed transaction.
• The combined company will proceed with the integration of the businesses.

Key Dates

Keywords

Strive Inc., Semler Scientific, Merger Agreement, Acquisition, Initial Public Offering, IPO, Bitcoin, Digital Assets, Treasury Strategy, SMLR, Preferred Stock, Form 8-K