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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 25, 2025
| STRIVE, INC. |
| (Exact name of Company as specified in its charter) |
| Nevada |
|
001-41612 |
|
88-1293236 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 200 Crescent Ct, Suite 1400, Dallas, TX |
|
75201 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (855) 427-7360 |
| (Company’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share |
|
ASST |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the Company is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
As previously disclosed in its Current Report
on Form 8-K filed on September 22, 2025, Strive, Inc. (“Strive” or the “Company”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) on September 22, 2025 with Semler Scientific, Inc., a Delaware corporation (“Semler
Scientific”). Semler Scientific is party to a Master Loan Agreement with Coinbase Credit Inc. as lender, Coinbase Credit, and Coinbase
Inc. (“Coinbase”). Under the master loan agreement, Semler Scientific may borrow, from time to time, cash or digital assets,
which loans, if any, are intended to be collateralized with a first priority security interest in the Bitcoin that Semler Scientific posts
as collateral. Loans under the master loan agreement will be subject to certain minimum margin requirements based on the loan amount relative
to the market value of the Bitcoin collateral posted. Should the value of the Bitcoin collateralizing the loan fall below the minimum
margin requirements in the confirmation, Semler Scientific could be required to transfer additional Bitcoin, or other eligible collateral,
to Coinbase to reduce or repay the loan amount. Semler Scientific will pay a monthly loan fee to Coinbase based on the outstanding loan
amount and determined accordance with the terms of the confirmation.
On September 25, 2025, Semler Scientific borrowed
$20.0 million of cash pursuant to the master loan agreement. As set forth in a separate confirmation thereunder, the loan is collateralized
by Semler Scientific’s Bitcoin, the interest rate is 10%, initial margin percentage is 156.25%, and the loan matures March 26, 2026.
In the event Semler Scientific elects to pay the loan prior to maturity, Semler Scientific agreed to pay an early termination fee equal to the
full amount of all remaining interest through the term of the loan. Semler Scientific intends to use the proceeds from such loan (along
with cash from operations) to pay in full its previously disclosed settlement with the U.S. Department of Justice.
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 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 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 judgment
of Strive, Semler Scientific 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. Such risks, uncertainties and assumptions, include, 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; 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 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 current report on Form
8-K filed with the Securities and Exchange Commission (the SEC) on September 12, 2025 (including the documents incorporated by reference
therein), Semler Scientific’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and
quarterly reports on Form 10-Q, 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 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.
Additional Information
and Where to Find It
In connection with the
proposed transaction, Strive intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”)
to register the Class A common stock to be issued by Strive in connection with the proposed transaction and that will include an information
statement of Strive, proxy statement of Semler Scientific and a prospectus of Strive (the “Information Statement/Proxy Statement/Prospectus”),
and each of Strive and Semler Scientific may file with the SEC other relevant documents concerning the proposed transaction. A
definitive Information Statement/Proxy Statement/Prospectus will be sent to the stockholders of Semler Scientific to seek their approval
of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF SEMLER SCIENTIFIC
ARE URGED TO READ THE REGISTRATION STATEMENT AND INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN
THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STRIVE, SEMLER SCIENTIFIC AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
A copy of the Registration
Statement, Information Statement/Proxy Statement/Prospectus, as well as other filings containing information about Strive and Semler Scientific,
may be obtained, free of charge, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, when they
are filed, free of charge, from Strive by accessing Strive’s website at https://investors.strive.com/. Copies of the Registration
Statement, the Information Statement/Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein
can also be obtained, without charge, by directing a request to Strive’s Investor Relations department at 200 Crescent Court, Suite
1400, Dallas, Texas 75201 or by calling (855) 427-7360 or by submitting an inquiry at https://investors.strive.com/ir-resources/contact-ir. Copies
of the documents filed with the SEC by Semler Scientific will be available free of charge on Semler Scientific’s website at https://ir.semlerscientific.com/.
The information on Strive’s or Semler Scientific’s respective websites is not, and shall not be deemed to be, a part of this
communication or incorporated into other filings either company makes with the SEC.
Participants in the
Solicitation
Strive, Semler Scientific
and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of Semler Scientific in connection with the proposed transaction. Information about the interests of
the directors and executive officers of Strive and Semler Scientific and other persons who may be deemed to be participants in the solicitation
of stockholders of Semler Scientific in connection with the proposed transaction and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Information Statement/Proxy Statement/Prospectus related to the proposed transaction,
which will be filed with the SEC. Information about the directors and executive officers of Semler Scientific, their ownership
of Semler Scientific common stock, and Semler Scientific’s transactions with related persons is set forth in the section entitled
“INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE,” “EXECUTIVE OFFICERS,” “SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,” “DIRECTOR COMPENSATION,” and “TRANSACTIONS WITH RELATED PERSONS”
included in Semler Scientific’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders,
as filed with the SEC on July 17, 2025. Additional information regarding ownership of Semler Scientific’s securities by its
directors and executive officers is included in such persons’ SEC filings on Forms 3 or 4, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001554859.
Information about the directors and executive officers of Strive is contained in Strive’s Current Report on Form 8-K filed
with the SEC on September 15, 2025, Strive’s Current Report on Form 8-K filed with the SEC on September 12, 2025 and under
“Meet the Leadership Team” accessed through the “About Us” link on Strive’s website at https://strive.com/team.
Additional information regarding ownership of Strive’s securities by its directors and executive officers is included
in such persons’ SEC filings on Forms 3 or 4 which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=1920406.
These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading
“Additional Information and Where to Find It.”
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or
in a transaction not subject to, such registration requirements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: September 26, 2025 |
Strive, Inc. |
| |
|
| |
/s/ Matthew Cole |
| |
Name: Matthew Cole |
| |
Title: Chief Executive Officer |
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