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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 23, 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
Strive,
Inc. (“Strive” or the “Company”) is filing this Current Report on Form 8-K solely to provide certain
information relating to the pending merger transaction involving Strive and Semler Scientific, Inc., a Delaware corporation
(“Semler Scientific”). As previously disclosed in its Current Report on Form 8-K filed on September 22, 2025, Strive
entered into an Agreement and Plan of Merger (the “Merger Agreement”) on September 22, 2025 with Semler Scientific. The
Merger Agreement, which was unanimously approved on September 21, 2025 by both the board of directors of Strive and the board of
directors of Semler Scientific, provides for an all-stock acquisition by Strive of Semler Scientific upon the terms and subject to
the conditions set forth therein.
This
Item 8.01 contains:
| 1. | Historical
financial statements of Semler Scientific filed in accordance with Rule 3-05 of Regulation
S-X, included as Exhibits 99.1 and 99.2, which are incorporated herein by reference;
|
| 2. | Unaudited
pro forma combined consolidated financial information of Strive and Semler Scientific in
accordance with Article 11 of Regulation S-X giving effect to certain pro forma adjustments
related to the pending merger transaction as if it were completed on January 1, 2024 as it
relates to the unaudited pro forma combined consolidated statement of operations, and as
if it were completed on June 30, 2025 as it relates to the unaudited pro forma combined consolidated
balance sheet, included as Exhibit 99.3 hereto, which is incorporated herein by reference;
and |
| 3. | Supplementary
risk factors related to the pending merger transaction, included as Exhibit 99.4, which is
incorporated herein by reference. |
The
pro forma information and related notes have been prepared for illustrative purposes only, based upon applicable rules of the Securities
and Exchange Commission. The pro forma information does not purport to be indicative of what the combined company’s consolidated
financial position or results of operations actually would have been had the pending merger transaction been completed as of the dates
indicated. In addition, the unaudited pro forma combined condensed financial information does not purport to project the future financial
position or operating results of the combined company. The pro forma adjustments, which are subject to uncertainties, are based on the
information available at the time of the preparation of these pro forma financial statements and on the basis of certain assumptions
and estimates. The pro forma financial information should be read, if at all, with the related qualifications and other notes set forth
in Exhibit 99.3.
This
Report does not modify or update the consolidated financial statements of Strive included in the Company’s periodic reports. The
historical financial statements of Semler Scientific included as Exhibits 99.1 and 99.2 hereto were prepared by Semler Scientific and
previously disclosed by Semler Scientific in its periodic reports; it has not been independently validated or reviewed by Strive.
***
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.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
As
mentioned under Item 8.01 above, Strive is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K, the audited consolidated financial
statements of Semler Scientific as of December 31, 2024 and 2023, and for each of the two fiscal years in the period ended December 31,
2024, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, (ii) as Exhibit
99.2, the interim unaudited condensed consolidated financial statements of Semler Scientific as of June 30, 2025 and for the three and
six months ended June 30, 2025 and June 30, 2024, together with the notes related thereto; and (iii) as Exhibit 23.1, the consent of
BDO USA, P.C., independent registered public accounting firm of Semler Scientific.
(b)
Pro Forma Financial Information
As
mentioned under Item 8.01 above, Strive is filing as Exhibit 99.3 to this Current Report on Form 8-K, the unaudited pro forma combined
consolidated financial statements of Strive and Semler Scientific giving effect to certain pro forma adjustments related to the pending
merger transaction between Strive and Semler Scientific as if it were completed on January 1, 2024 as it relates to the unaudited pro
forma combined consolidated statement of operations, and as if it were completed on June 30, 2025 as it relates to the unaudited pro
forma combined consolidated balance sheet.
(c)
Exhibits
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm to Semler Scientific, Inc. |
| 99.1 |
|
Audited consolidated financial statements of Semler Scientific, Inc. as of December 31, 2024 and 2023, and for each of the two fiscal years in the period ended December 31, 2024, and the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon (incorporated by reference to pages F-1 to F-30 of Semler Scientific, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (SEC File No. 001-36305), filed with the SEC on February 28, 2025) |
| 99.2 |
|
Interim unaudited condensed consolidated financial statements of Semler Scientific, Inc. as of June 30, 2025 and 2024, and for the three and six months ended June 30, 2025 and June 30, 2024, and the notes related thereto (incorporated by reference to pages 1 to 28 of Semler Scientific, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025 (SEC File No. 001-36305), filed with the SEC on August 4, 2025) |
| 99.3 |
|
Unaudited pro forma condensed combined financial statements (a) as of and for the six months ended June 30, 2025 and (b) for the year ended December 31, 2024 |
| 99.4 |
|
Supplementary risk factors related to the pending merger transaction |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 23, 2025 |
Strive,
Inc. |
| |
|
| |
/s/
Matthew Cole |
| |
Name: |
Matthew Cole |
| |
Title: |
Chief Executive Officer |
