[425] Semler Scientific, Inc. Business Combination Communication

Rhea-AI Filing Summary

Semler Scientific, Inc. outlines legal and procedural information related to the proposed acquisition of Semler Scientific by Strive, Inc.. Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in connection with the transaction, which includes a combined information statement, proxy statement and prospectus sent to Semler Scientific stockholders to seek their approval. Stockholders are urged to review these SEC documents because they contain important details about both companies and the proposed merger. The communication clarifies that it is not an offer to sell or buy securities and includes a standard cautionary statement about forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties.

Insights

M&A and securities disclosure analyst

Semler highlights required disclosures around its proposed acquisition by Strive.

The communication explains that Strive, Inc. has filed a Form S-4 registration statement with the SEC to register Class A common stock to be issued in the proposed acquisition of Semler Scientific. This S-4 includes an information statement, proxy statement and prospectus that were sent to Semler stockholders to solicit approval for the merger.

The text stresses that investors should rely on the detailed SEC materials, which describe the transaction terms, governance, and ownership interests of directors and officers. It also clarifies that this notice itself is not an offer to sell or buy securities and that any offering must be made only by a compliant prospectus or exemption.

A lengthy forward-looking statement disclaimer underscores that expectations about strategic and financial benefits, Bitcoin-related activities and integration outcomes are subject to numerous risks and uncertainties. Future SEC filings by Strive and Semler are referenced as the place where additional risk factors and transaction updates will appear.

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 22, 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 relates to the proposed acquisition of Semler Scientific, Inc. by Strive, Inc., for which Strive has filed a Registration Statement on Form S-4 with the SEC.

What is the purpose of Strives Form S-4 in the Semler Scientific (SMLR) deal?

Strives Form S-4 registers Class A common stock to be issued in the proposed transaction and includes an information statement, proxy statement and prospectus sent to Semler Scientific stockholders to seek their approval.

Where can Semler Scientific (SMLR) investors find detailed information about the proposed Strive acquisition?

Investors can obtain the Registration Statement and Information Statement/Proxy Statement/Prospectus free of charge on the SEC website and through the investor relations sections of Strives and Semler Scientifics websites.

Does this Semler Scientific (SMLR) communication constitute an offer to buy or sell securities?

No. The communication states it is not an offer or solicitation to sell or buy securities or to solicit any vote, and that any offer must be made only by a prospectus meeting Securities Act requirements or an applicable exemption.

What forward-looking statements are discussed regarding the Semler Scientific and Strive transaction?

The text notes that forward-looking statements may address Semlers Bitcoin strategy, the outlook of both companies, expected strategic and financial benefits of the proposed transaction, its timing and integration, all subject to significant risks and uncertainties.

Who may be considered participants in the proxy solicitation for the Semler Scientific (SMLR) merger vote?

The communication states that Strive, Semler Scientific and certain of their directors, executive officers and employees may be deemed participants in soliciting proxies from Semler stockholders for the proposed transaction.