Semler Scientific (NASDAQ: SMLR) describes proposed acquisition by Strive, Inc.
Rhea-AI Filing Summary
Semler Scientific, Inc. describes a social media post by its Director of Bitcoin Strategy about the proposed acquisition of Semler Scientific by Strive, Inc. and highlights key information for investors. Strive has filed a registration statement to register its Class A common stock to be issued in connection with the transaction, and a definitive combined information statement, proxy statement and prospectus has been sent to Semler stockholders to seek their approval.
The companies urge investors and stockholders of Semler Scientific to read the registration statement and related documents filed with the SEC, which contain important details about Strive, Semler Scientific and the proposed transaction. The communication clarifies that it does not itself constitute an offer to buy or sell securities or a solicitation of any vote, and it includes cautionary language that forward-looking statements about Semler’s business and Bitcoin strategy, the expected strategic and financial benefits of the deal, the timing of closing and post-transaction integration are subject to significant risks and uncertainties described in referenced SEC filings.
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Insights
Proposed Strive–Semler acquisition advances through disclosure, shareholder proxy and standard risk warnings.
This communication centers on the proposed acquisition of Semler Scientific by Strive, Inc.. It notes that Strive has filed a registration statement to register Class A common stock to be issued in the transaction and that a definitive combined information statement, proxy statement and prospectus has been sent to Semler stockholders to seek approval. This confirms the deal is moving through the formal SEC and shareholder process rather than announcing new economic terms.
The text stresses that Strive, Semler and certain directors, officers and employees may be deemed participants in the proxy solicitation, directing readers to the registration statement, Forms 3 and 4, and Strive’s prior Form 8-Ks for detailed ownership and governance information. It also explicitly states that this communication is not an offer to sell or buy securities or a solicitation of a vote, and that any offer must be made only via a compliant prospectus.
Extensive forward-looking statement language highlights that expectations about Semler’s business, its Bitcoin strategy, the strategic and financial benefits of the transaction, closing timing and integration are all subject to risks and uncertainties. Additional risk factors are said to be contained in Strive’s registration statement filed on
Filed by Semler Scientific, Inc.
(Commission File No.: 001-36305)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Semler Scientific, Inc.
(Commission File No.: 001-36305)
On December 15, 2025, Joe Burnett, Director of Bitcoin Strategy of Semler Scientific, Inc., or Semler Scientific, made a post on his X.com account concerning the proposed acquisition of Semler Scientific by Strive, Inc., or Strive. The post is provided below.
Additional Information and Where to Find It
In connection with the proposed transaction, Strive has filed with the SEC a Registration Statement on Form S-4, or the Registration Statement, to register the Class A common stock to be issued by Strive in connection with the proposed transaction that includes an information statement of Strive, proxy statement of Semler Scientific and a prospectus of Strive, or the Information Statement/Proxy Statement/Prospectus, and each of Strive and Semler Scientific may file with the SEC any other relevant documents concerning the proposed transaction. A definitive Information Statement/Proxy Statement/Prospectus was 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 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, is included in the Information Statement/Proxy Statement/Prospectus related to the proposed transaction, which was filed with the SEC. Information about the current directors and executive officers of Semler Scientific, and their ownership of Semler Scientific common stock is set forth in the section entitled "THE MERGER" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" included in Strive’s Form S-4 filed with the SEC on December 3, 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 current directors and executive officers of Strive is contained in Strive’s Current Report on Form 8-K filed with the SEC on September 12, 2025, 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 October 6, 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 of 1933, as amended, or the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
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 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding Semler Scientific’s business and acquiring and holding Bitcoin, 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 judgments of Strive, Semler Scientific and/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:
| · | risks related to volatility in Bitcoin; along with other risks related to Semler Scientific’s Bitcoin treasury strategy and its healthcare business; |
| · | 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 the 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 Form S-4 filed on December 3, 2025 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 contained herein 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.
FAQ
What transaction involving Semler Scientific (SMLR) is described in this communication?
The communication discusses a proposed acquisition of Semler Scientific by Strive, Inc.. It notes that Strive has filed a registration statement to register its Class A common stock to be issued in connection with this transaction.
What materials should Semler Scientific (SMLR) stockholders review before voting on the proposed acquisition?
Stockholders are urged to read the registration statement filed by Strive and the combined Information Statement/Proxy Statement/Prospectus, including any amendments or supplements, because these documents contain important information about Strive, Semler Scientific and the proposed transaction.
How can investors obtain the registration statement and proxy materials for the Semler Scientific (SMLR) deal?
Copies of the registration statement and the Information Statement/Proxy Statement/Prospectus are available free of charge at the SEC’s website (http://www.sec.gov), on Strive’s investor relations website or by contacting Strive’s Investor Relations department. Documents filed by Semler Scientific are also available without charge on Semler Scientific’s investor relations website.
Who may be considered participants in soliciting proxies for the Semler Scientific (SMLR) transaction?
Strive, Semler Scientific and certain of their respective directors, executive officers and employees may be deemed participants in the proxy solicitation. Details about their direct and indirect interests, including security holdings, are described in the Information Statement/Proxy Statement/Prospectus and in referenced SEC filings such as Strive’s registration statement, Forms 3 and 4, and prior Form 8-K reports.
Does this communication itself constitute an offer to buy or sell Semler Scientific (SMLR) securities?
No. The text states that this communication is not an offer or solicitation to sell or buy any securities or to solicit any vote, and that no sale will occur in any jurisdiction where it would be unlawful. Any offer of securities will be made only by means of a prospectus meeting Section 10 of the Securities Act or in transactions exempt from registration.
What forward-looking statements are included about Semler Scientific (SMLR) and Strive in this communication?
The communication notes that certain statements are forward-looking, including those about Semler Scientific’s business and acquisition and holding of Bitcoin, the outlook of both companies, the strategic and financial benefits of the proposed transaction, the timing of closing, and the ability to integrate the combined businesses. It cautions that these statements are subject to significant risks and uncertainties, with additional factors described in Strive’s registration statement and other SEC filings.
