Strive SEC Filings

Strive, Inc. has circulated a communication related to its proposed business combination with Semler Scientific, Inc.. The message emphasizes that it contains forward-looking statements about the strategic and financial effects of the planned transaction, the timing of closing and the integration of the two businesses, and warns that actual results may differ due to various risks and uncertainties.

Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus was sent to Semler Scientific stockholders to seek their approval, and investors are urged to read these SEC materials, which also describe the interests and securities holdings of directors and executive officers involved in the proxy solicitation.

Strive, Inc. and Semler Scientific, Inc. discuss their proposed merger and Bitcoin-focused strategy. Semler’s Eric Semler explains that the company adopted Bitcoin as its treasury asset and acquired over 5,000 Bitcoin in about a year, but its core medical business faced regulatory headwinds, prompting merger talks with Strive. He says Semler shareholders can now vote on the deal ahead of a special meeting on January 13, with both companies supporting approval.

Strive CEO Matt Cole outlines a combined strategy built around “digital credit” and perpetual preferred equity designed to provide amplified exposure to Bitcoin without traditional debt. He notes strong demand for Strive’s SATA preferred stock, including an upsized $200 million IPO that was more than two times oversubscribed and a current stated rate of 12.25% with an effective yield above 13%. The speakers also highlight potential upside from Semler’s healthcare operations, including a heart disease screening product that is awaiting FDA approval, while emphasizing that expectations about Bitcoin, digital credit growth, and regulatory outcomes are forward-looking and subject to risk.

Strive, Inc. filed a communication related to its proposed business combination with Semler Scientific, Inc.. The notice focuses on legal disclosures rather than deal terms, emphasizing that many statements about the transaction, its strategic and financial benefits, timing, and post-closing performance are "forward-looking statements" that involve significant risks and uncertainties. It explains that actual results for Strive, Semler Scientific, or the combined company may differ materially from these expectations.

The communication highlights that Strive has filed a Form S-4 registration statement to register Class A common stock to be issued in the deal, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. Semler Scientific stockholders are urged to read the registration statement, the combined Information Statement/Proxy Statement/Prospectus, and related SEC filings before voting or making any investment decision. The document also explains that directors, officers, and employees of both companies may be considered participants in soliciting proxies and clarifies that this communication is not an offer or solicitation to buy or sell securities.

Strive, Inc. and Semler Scientific are moving forward with a proposed business combination and related stockholder vote. Strive has filed a Registration Statement on Form S-4 with the SEC to register the Class A common stock it plans to issue in connection with the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal, and investors are urged to read these materials and any amendments because they contain important details about both companies and the transaction. The communication emphasizes that many statements are forward-looking and subject to significant risks and uncertainties, directs investors to SEC and company websites for free copies of relevant filings, explains that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this communication does not itself constitute an offer or solicitation to buy or sell securities.

Strive, Inc. released a communication about its proposed business combination with Semler Scientific, Inc., explaining that the message contains forward-looking statements about the deal, its expected strategic and financial benefits, integration, and timing, all of which are subject to significant risks and uncertainties. The companies refer investors to prior SEC filings, including Strive’s Form S-4 filed on December 3, 2025 and both parties’ recent Form 10-Qs, for additional risk factors. Strive has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive that was sent to Semler Scientific stockholders to seek approval of the proposed transaction. The communication identifies that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation, provides ways to access SEC filings and company materials free of charge, and clarifies that this message is not an offer to sell securities or a solicitation to buy securities or votes.

Strive, Inc. describes its proposed business combination with Semler Scientific, Inc. and highlights that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in connection with the deal. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive, and a definitive version has been sent to Semler Scientific stockholders to seek their approval of the transaction.

The communication emphasizes that many statements about the expected benefits, timing, and integration of the combined company are forward-looking and subject to significant risks and uncertainties, directing readers to prior SEC filings for detailed risk factors. It explains how investors can obtain the S-4 and related documents free of charge from the SEC and company websites and notes that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation. The message also clarifies that it does not constitute an offer to sell or buy securities.

Strive, Inc. provides an update related to its proposed business combination with Semler Scientific, Inc., focusing on legal disclosures rather than new deal terms. The communication explains that Strive has filed a Form S-4 registration statement with the SEC to register Class A common stock to be issued in the transaction, which includes an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek their approval. It contains extensive cautionary language about forward-looking statements, emphasizing that actual results may differ materially from expectations and referring readers to recent SEC reports of both companies. The text explains where investors can obtain the S-4 and related documents free of charge, describes that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this notice does not constitute an offer to sell or a solicitation to buy securities.

Strive, Inc. provides a legal communication about its proposed business combination with Semler Scientific, Inc. It explains that some statements about the transaction, its strategic and financial benefits, future performance, timing, and integration are forward‑looking and subject to significant risks and uncertainties that could cause actual results to differ materially.

The text notes that Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in the transaction, containing an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal, and investors are urged to read these and related SEC filings available free on the SEC, Strive, and Semler Scientific websites.

The communication states that directors, executive officers and employees of both companies may be deemed participants in soliciting proxies from Semler Scientific stockholders, and directs readers to SEC filings for details on their interests and security holdings. It also clarifies that this message is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer of securities will be made only by a prospectus meeting Securities Act requirements or an applicable exemption.

Strive, Inc. disclosed insider buying by Chief Executive Officer and director Matthew Ryan Cole on 12/15/2025. He purchased 207,457 shares of Class A Common Stock in open-market transactions at a volume-weighted average price of $0.8152 per share.

Additional Class A shares were bought through related accounts, including 237,079 shares purchased by LT&C LLC at a volume-weighted average price of $0.8007, 11,920 shares through his spouse’s IRA at a volume-weighted average purchase price of $0.8020, and 58,739.194 shares through his 401(k) plan at a price of $0.8085.