425: Strive, Semler Scientific Advance Merger Plans

Strive, Inc. and Semler Scientific, Inc. are progressing with their proposed business combination, as detailed in a recent communication regarding the transaction.

Summary

• This Form 425 filing relates to the proposed business combination between Strive, Inc. and Semler Scientific, Inc.
• It serves as a cautionary statement regarding forward-looking statements made in connection with the transaction.
• The communication was reposted on X.com by Pierre Rochard, a Board Member of Strive, Inc., on November 10, 2025.
• The filing outlines various risks and uncertainties associated with the merger, including the possibility of termination, failure to close, integration difficulties, and the impact of Bitcoin treasury strategies.
• Investors and stockholders are urged to read the Registration Statement on Form S-4 and the Information Statement/Proxy Statement/Prospectus for important information about the proposed transaction.

Sentiment

Score: 5

Explanation: The filing is primarily a cautionary statement regarding a proposed merger, outlining numerous risks and uncertainties. While the merger itself implies potential strategic and financial benefits, the document's focus on potential negative outcomes and the procedural nature of the announcement lead to a neutral sentiment score.

Positives

• The proposed transaction is expected to yield strategic and financial benefits for the combined company.
• The combined company anticipates future financial performance improvements.

Negatives

• The proposed transaction may not close when expected or at all due to unfulfilled conditions.
• Anticipated benefits, including cost savings and strategic gains, may not be realized.
• Integration of the two companies could be more difficult, time-consuming, or costly than expected.
• The transaction may be more expensive or take longer to complete than anticipated.
• Management's attention may be diverted from ongoing business operations.
• Strive's issuance of additional Class A common stock will cause dilution.
• Potential adverse reactions from customers and changes to business or employee relationships.
• Changes in Strive's or Semler Scientific's share price before closing.

Risks

• Occurrence of any event, change, or circumstance that could give rise to the right of either party to terminate the merger agreement.
• Conditions to closing the proposed transaction may not be received or satisfied on a timely basis or at all.
• Outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company.
• Anticipated benefits, including cost savings and strategic gains, may not be realized due to changes in or problems arising from implementation of Bitcoin treasury strategies.
• Risks associated with Bitcoin and other digital assets.
• Impact of general economic and market conditions, interest and exchange rates, monetary policy, laws, and regulations.
• Integration of the two companies may be more difficult, time-consuming, or costly than expected.
• The proposed transaction may be more expensive or take longer to complete than anticipated.
• 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.
• Potential adverse reactions of Strive's or Semler Scientific's customers or changes to business or employee relationships.
• Changes in Strive's or Semler Scientific's share price before closing.
• Other unknown or unpredictable factors could harm Strive, Semler Scientific, or the combined company's results.

Future Outlook

The proposed transaction is expected to result in strategic and financial benefits, including an impact on the combined company's future financial performance. The timing of the closing and the ability to successfully integrate the businesses are also part of the forward outlook, though subject to significant risks and uncertainties.

Management Comments

• Pierre Rochard, Board Member of Strive, Inc., reposted the communication on X.com on November 10, 2025.

Industry Context

The filing highlights risks associated with 'Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets,' indicating that the combined entity or one of the companies is involved in or plans to implement such strategies. This aligns with a growing trend of companies exploring or adopting digital assets for treasury management.

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company is a risk factor.

Related Party Transactions

• Information about Semler Scientific's transactions with related persons is set forth in its definitive proxy statement for its 2025 Annual Meeting of Stockholders.

Stakeholder Impact

• Shareholders of Strive may experience dilution due to the issuance of additional Class A common stock.
• Customers of both Strive and Semler Scientific may have adverse reactions to the proposed transaction.
• Business and employee relationships could change as a result of the announcement or completion of the proposed transaction.

Next Steps

• Strive and Semler Scientific will continue to work towards satisfying the conditions for closing the proposed transaction.
• A definitive Information Statement/Proxy Statement/Prospectus will be sent to Semler Scientific stockholders to seek approval of the proposed transaction.
• Investors and stockholders are urged to read the Registration Statement and Information Statement/Proxy Statement/Prospectus when they become available.

Key Dates

Keywords

Strive Inc, Semler Scientific Inc, Merger, Business Combination, SEC Filing, Form 425, Forward-Looking Statements, Risk Factors, Bitcoin Treasury Strategy, Corporate Governance