Strive, Inc. (Nasdaq: ASST) and Semler Scientific (Nasdaq: SMLR) Announce Shareholder Approval for Acquisition of Semler Scientific
Rhea-AI Summary
Strive (Nasdaq: ASST) announced shareholder approval to acquire Semler Scientific on Jan 13, 2026 in an all‑stock deal that transfers Semler’s 5,048.1 Bitcoin to Strive. Strive separately purchased 123 Bitcoin at an average price of $91,561 for a total of $11,264,000, bringing its holdings to 7,749.8 Bitcoin. Post‑close the combined company will hold 12,797.9 Bitcoin, becoming the 11th largest corporate Bitcoin holder. Strive plans within 12 months to monetize Semler’s operating business and pursue retiring a $100M convertible note and a $20M Coinbase loan, and the board approved a 1‑for‑20 reverse split for Class A and B shares. Strive intends to issue more perpetual preferred equity (SATA) to fund strategic objectives.
Positive
- Acquisition adds 5,048.1 Bitcoin to corporate treasury
- Combined holdings of 12,797.9 Bitcoin (11th largest corporate holder)
- Purchased 123 Bitcoin for $11,264,000 at $91,561 average
Negative
- $120M of legacy debt (convertible note $100M and Coinbase loan $20M) to address
- 1‑for‑20 reverse split may reduce share count and affect retail liquidity
News Market Reaction
On the day this news was published, ASST declined 11.82%, reflecting a significant negative market reaction. Argus tracked a peak move of +3.4% during that session. Argus tracked a trough of -25.0% from its starting point during tracking. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $132M from the company's valuation, bringing the market cap to $984M at that time. Trading volume was elevated at 2.7x the daily average, suggesting increased selling activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
ASST gained 16.3% while key peers like SEAT (-1.81%), TRUE (-3.17%), and TZOO (-1.36%) were down. Only DOYU (+0.29%) and SOGP (scanner: +8.11%) rose, underscoring a stock-specific move tied to this news rather than a sector-wide shift.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 15 | Dividend increase | Positive | -8.6% | Raised SATA preferred dividend rate to 12.25% with declared January payout. |
| Dec 09 | ATM program launch | Positive | +3.6% | Announced $500M SATA ATM program to fund Bitcoin and corporate purposes. |
| Nov 14 | Earnings and updates | Positive | -3.7% | Reported Q3 2025 results and detailed Bitcoin holdings plus Semler merger plans. |
| Nov 10 | Preferred listing | Positive | -2.0% | Closed upsized SATA IPO and began Nasdaq listing with 12% initial dividend. |
| Nov 05 | IPO pricing | Positive | +16.8% | Priced upsized 2,000,000-share SATA preferred IPO at $80 per share. |
Positive corporate actions often saw mixed or negative next-day moves, with only some offerings/IPO news aligning positively.
Over the last few months, Strive focused on building a Bitcoin-centric capital structure. It upsized and priced the SATA preferred IPO, launched a $500,000,000 ATM for SATA, and reported Q3 2025 results highlighting large Bitcoin holdings and PIPE/IPO financing. Dividend actions on SATA lifted the payout to 12.25%. Against this backdrop, today’s Semler Scientific acquisition approval and enlarged Bitcoin treasury continue the strategy of using equity structures to scale Bitcoin exposure and address legacy debt.
Regulatory & Risk Context
An effective S-3ASR shelf filed on September 15, 2025 registers an indeterminate amount of Class A common stock, preferred stock, debt securities, depositary shares, warrants and/or units. It also registers large warrant-related share reserves, giving Strive flexibility to issue various securities over time in support of its Bitcoin treasury and transaction strategy.
Market Pulse Summary
The stock dropped -11.8% in the session following this news. A negative reaction despite positive-sounding acquisition progress would fit prior instances where financing or structural moves led to selling pressure. The Semler Scientific deal increases Bitcoin holdings to 12,797.9 but also brings a $100 million convertible note and $20 million loan that management aims to retire. With an active shelf supporting potential future issuance, investors may reassess dilution and balance-sheet tradeoffs after initial enthusiasm.
Key Terms
convertible note financial
preferred equity financial
perpetual preferred equity financial
IPO financial
reverse split financial
CUSIP regulatory
Form 8-K regulatory
AI-generated analysis. Not financial advice.
DALLAS, TX and CAMPBELL, CA, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Strive, Inc. (“Strive”) announces Semler Scientific, Inc. (“Semler Scientific”) stockholders voted to approve being acquired by Strive. As part of the all-stock transaction, Strive will acquire Semler Scientific’s 5,048.1 Bitcoin.
Strive also announces the purchase of 123 additional Bitcoin for its corporate treasury at an average price of
Strive also announced intentions within 12 months of the transaction close to monetize Semler Scientific’s operating business and pursue potential opportunities to retire the legacy Semler Scientific
“I’m proud of the execution the Strive team has delivered for our shareholders, making history towards completing the first acquisition of a publicly traded Bitcoin treasury company,” said Matt Cole, Chairman & CEO of Strive. “The Semler Scientific deal will continue Strive’s leading yield generation since inception of our Bitcoin strategy, boosting our 2026 1st quarter Bitcoin yield to over
During the November 2025 IPO of Strive’s preferred equity, SATA, Strive upsized the IPO from
“Strive is the second company in the world to have a publicly traded perpetual preferred equity instrument (SATA) powered by a Bitcoin balance sheet,” said Jeff Walton, Chief Risk Officer. “SATA is designed to offer a differentiated risk profile to fixed income investors, as the balance sheet is comprised of a transparent, digitally native asset, allowing risk to be observed and measured in real time, compared to more traditional balance sheets comprised of illiquid physical risks.”
In conjunction with the close of the merger, the board approved a 1-20 reverse split for shares of the Class A common stock and Class B common stock of the combined company.
“As we continue to build what we believe is one of the most compelling stories in corporate finance, we are focused on ensuring broad and inclusive access to our equity,” said Ben Werkman, Chief Investment Officer. “This proactive reverse split aligns our share price with institutional participation standards and opens our stock to a wider universe of investors.”
Strive intends to announce additional details with respect to the anticipated reverse split, including the expected effective date and the new CUSIP number of the Class A Common Stock, once available in an upcoming current report on Form 8-K.
Post-closing of the transaction, Semler Scientific Executive Chairman Eric Semler will be joining the Board of Directors of Strive.
Cantor Fitzgerald is serving as financial advisor and Davis Polk & Wardwell is serving as legal counsel to Strive.
LionTree Advisors is serving as financial advisor and Goodwin Procter is serving as legal counsel to Semler Scientific.
About Strive, Inc. (Nasdaq: ASST)
Strive is the first publicly traded asset management Bitcoin treasury company. The Company is focused on increasing Bitcoin per share to outperform Bitcoin over the long run. Strive currently holds 7,749.8 Bitcoin.
Since launching its first ETF in August 2022, Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, has grown to manage over
Learn more at strive.com and follow the company on X at @strive.
About Semler Scientific, Inc. (Nasdaq: SMLR)
Semler Scientific, Inc. is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset and is a leader in medical devices and software to combat chronic diseases. By using proceeds from equity and debt financings, as well as cash flows from operations, Semler Scientific intends to strategically accumulate Bitcoin. In addition, through its healthcare businesses, Semler Scientific and its wholly-owned subsidiary, CardioVanta, Inc. develop and market products and services for early detection and monitoring of chronic diseases. Semler Scientific's flagship product, QuantaFlo, which is patented and cleared by the U.S. Food and Drug Administration (FDA), provides rapid point-of-care testing to measure arterial blood flow in the extremities. The QuantaFlo test aids in the diagnosis of peripheral arterial disease. Additional information about Semler Scientific can be found at www.semlerscientific.com.
Semler Scientific intends to use its Bitcoin dashboard and its Investor Relations website as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Semler Scientific's Bitcoin dashboard and Investor Relations website, in addition to following Semler Scientific's press releases, SEC filings, public conference calls, presentations, and webcasts.
Strive Media Contact:
media@strive.com
Strive Investor Contact:
ir@strive.com
Semler Scientific Investor Contact:
ir@semlerscientific.com
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the documents incorporated herein by reference may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Strive and Semler Scientific, respectively, with respect to the proposed transaction (the “proposed transaction”), the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company's future financial performance, the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project," "predict," "potential," "assume," "forecast," "target," "budget," "outlook," "trend," "guidance," "objective," "goal," "strategy," "opportunity," and "intend," as well as words of similar meaning or other statements concerning opinions or judgments of Strive, Semler Scientific and/or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Other risks, uncertainties and assumptions, including, among others, the following:
- the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Strive and Semler Scientific to terminate the merger agreement between Strive and Semler Scientific;
- 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, and 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;
- Strive’s ability to retire Semler Scientific’s convertible notes or Coinbase loan;
- Strive’s ability to monetize Semler Scientific’s operating business;
- Strive’s ability to issue more SATA; and
- other factors that may affect future results of Strive, Semler Scientific or the combined company.
These factors are not necessarily all of the factors that could cause Strive’s, Semler Scientific’s or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive, Semler Scientific or the combined company's results.
Although each of Strive and Semler Scientific believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that the actual results of Strive or Semler Scientific will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Quarterly Report on Form 10-Q filed on November 14, 2025 and Strive’s Form S-4 filed on December 3, 2025, Semler Scientific’s Quarterly Report on Form 10-Q filed on November 12, 2025, and other documents subsequently filed by Strive and Semler Scientific with the SEC.
The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive, Semler Scientific or their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein speak only as of the date they are made and Strive and Semler Scientific undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
FAQ
What did Strive (ASST) shareholders approve on January 13, 2026?
How many Bitcoin will Strive (ASST) hold after the Semler Scientific acquisition closes?
What Bitcoin purchase did Strive (ASST) recently make and at what price?
What debt does Strive (ASST) plan to pursue retiring after closing the Semler deal?
What corporate action did Strive (ASST) approve for its common stock?
How will Strive (ASST) fund debt retirement and strategic plans?
