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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):
October 8, 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the transactions contemplated
by that certain Agreement and Plan of Merger, dated September 22, 2025, between Strive, Inc. (the “Company”) and Semler Scientific,
Inc., the Board of Directors of the Company (the “Board of Directors”) approved certain amendments to the Amended and Restated
Articles of Incorporation of the Company (the “Amended and Restated Articles of Incorporation”) and the Company’s Amended
and Restated Bylaws (the “Amended and Restated Bylaws”) to remove the maximum number of directors comprising the Board of
Directors, effective as of December 31, 2025.
A majority of the stockholders of the Company,
by written consent dated October 8, 2025, approved a Certificate of Amendment (as amended, the “Certificate of Amendment”)
to the Amended and Restated Articles of Incorporation of the Company, to remove the maximum number of directors comprising the Board of
Directors, effective as of December 31, 2025.
Prior to these amendments, the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws each provided that the maximum number of directors on the Board of Directors
shall be 11 directors.
The foregoing summaries of the Certificate of
Amendment and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the complete
texts of such documents, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment, dated October 8, 2025, and Certificate of Correction, dated October 13, 2025, to the Amended and Restated Articles of Incorporation of Strive, Inc., as filed with the Secretary of State of the State of Nevada |
| 3.2 |
|
Amended
and Restated Bylaws of Strive, Inc. (effective December 31, 2025) |
| 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: October 14, 2025 |
Strive, Inc. |
| |
|
| |
/s/ Matthew Cole |
| |
Name: Matthew Cole |
| |
Title: Chief Executive Officer |
