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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 22, 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 7.01 |
Regulation FD Disclosure |
On September 22, 2025, Strive, Inc. (“Strive”)
and Semler Scientific, Inc., a Delaware corporation (“Semler Scientific”), issued a joint press release announcing that they
had entered into an Agreement and Plan of Merger, pursuant to which, among other things, a newly formed subsidiary of Strive will
be merged with and into Semler Scientific (the “Merger”), with Semler Scientific surviving the Merger as a wholly owned subsidiary
of Strive. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such
a filing.
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; |
| · | 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. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
Joint Press Release, dated September 22, 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: September 22, 2025 |
STRIVE, INC. |
| |
|
| |
/s/ Matthew Cole |
| |
Name: Matthew Cole |
| |
Title: Chief Executive Officer |
