Semler Scientific Inc SEC Filings

Semler Scientific, Inc. (SMLR) filed a Form 8-K reporting a material event related to a proposed transaction with Strive and Strive’s affiliate Semler Sci. The filing lists risks that could affect completion and outcomes of the merger agreement, including termination rights, failure to satisfy closing conditions, litigation, integration challenges, higher than expected transaction costs, diversion of management attention, dilution from issuing Class A common stock, adverse customer or employee reactions, and exposure to risks from Bitcoin treasury strategies and digital assets. The filing includes two exhibits: supplemental information dated September 22, 2025, and supplemental unaudited pro forma combined financial information.

Semler Scientific, Inc. (SMLR) disclosed a signed Agreement and Plan of Merger dated September 22, 2025, with Strive, Inc., and identified a range of transaction risks. The filing lists events that could let either party terminate the merger, and warns the deal may not close on schedule or at all if closing conditions are unmet. The company highlights potential integration challenges, higher-than-expected transaction costs, management distraction, customer or employee reactions, dilution from issuing additional Class A stock, share-price volatility, and specific risks tied to Bitcoin treasury strategies and digital-asset exposures. The filing is signed by CFO Renae Cormier.

Semler Scientific (SMLR) disclosed a material event relating to a proposed merger with Strive that includes a joint press release dated September 22, 2025. The filing lists key transaction risks: the merger could be terminated under certain events; closing may be delayed or fail if closing conditions are not met; legal proceedings could affect either party; anticipated benefits, including cost savings and strategic gains, may not materialize; integration could be harder or costlier than expected; management distraction and dilution from issuing additional Class A shares are possible; customers, employees, or market reactions could be adverse; and risks specific to implementation of Bitcoin treasury strategies and digital assets are highlighted. The filing also lists Exhibit 99.1 as the joint press release and is signed by Semler Scientific’s CFO, Renae Cormier.

Semler Scientific, Inc. (SMLR) is reported to have 787,030 shares beneficially owned by a group of affiliated reporting persons, representing 5.7% of the outstanding common stock based on 13,788,405 shares outstanding as of July 2, 2025. The filing lists five reporting entities — Capital Ventures International; Susquehanna Advisors Group, Inc.; G1 Execution Services, LLC; SIG Brokerage, LP; and Susquehanna Securities, LLC — and explains they may be deemed a group with shared voting and dispositive power. Susquehanna Securities reported inclusion of 248,900 options in its total. The filing includes addresses and certifications and is signed by Brian Sopinsky on behalf of the reporting persons.

Semler Scientific insider activity: Dr. Douglas Murphy-Chutorian, Semler Scientific (SMLR) CEO and director, exercised options and completed related sales on 08/25/2025. He exercised a stock option with a $2.56 exercise price to acquire 60,000 shares; those underlying options were fully vested and immediately exercisable. To cover the exercise cost and withholding taxes he sold 28,604 shares at a weighted average price of $30.54 per share (sales executed between $30.33 and $30.92). He transferred beneficial ownership of 31,396 shares into a family trust (co-trustee with spouse) and reports indirect beneficial ownership of 186,709 shares following the transactions.

Semler Scientific (SMLR) reported a Form 144 notice showing a proposed sale of 60,000 common shares through APEX CLEARING on the NASDAQ with an aggregate market value of $1,847,400.00. The filing states the shares were acquired and are being sold on 08/25/2025 via exercise of stock options from Semler Scientific, Inc., and lists 14,804,693 shares outstanding for the company. The filer certifies they are not aware of undisclosed material adverse information about the issuer. No other sales in the past three months were reported.

Citadel-related entities and Kenneth Griffin report beneficial ownership of Semler Scientific (SMLR) common stock totaling approximately 697,427 shares, representing 5.1% of the class. The filing is a joint Schedule 13G covering Citadel Securities GP LLC, Citadel Securities LLC, Citadel Securities Group LP, Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, and Kenneth Griffin. Ownership totals per entity range from 570 shares to 697,997 shares for Mr. Griffin. The groups report no sole voting or dispositive power; all reported voting and dispositive power is shared. The percentages are calculated on 13,688,405 shares outstanding as of June 30, 2025.