[8-K] Semler Scientific, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Formal disclosure of material event via an 8-K and joint press release provides investors with notice of the proposed transaction
• Comprehensive risk list identifies many potential deal and integration issues, which increases transparency

Negative

• No financial terms or closing timeline provided, leaving key investor-impacting details unspecified
• Potential dilution from issuance of additional Class A common stock could affect existing shareholders
• Execution and integration risks and potential litigation could delay or prevent the transaction
• Specific risk from Bitcoin treasury strategies and digital assets introduces additional market and regulatory uncertainty

Insights

Mergers & Acquisitions Specialist

TL;DR: Material merger disclosed with a broad set of closing, integration and digital-asset risks that could materially affect timeline and value.

The filing communicates that Semler and Strive have announced a proposed transaction and explicitly outlines common but material merger risks: termination rights, unmet closing conditions, potential litigation, integration complexity, dilution from new Class A shares, and adverse stakeholder reactions. Notably, the company calls out implementation risks tied to Bitcoin treasury strategies and digital assets—this introduces additional market and regulatory uncertainty beyond typical M&A integration risk. For investors, the multiplicity of listed risks suggests the deal carries execution risk and potential volatility in Semler’s equity until closing.

Corporate Governance Expert

TL;DR: Disclosure is comprehensive on transaction risks but provides no financial terms or closing timeline, limiting governance clarity.

The 8-K appropriately enumerates factors that could prevent or delay closing and notes possible dilution and management distraction. However, the filing contains no specifics on deal economics, governance changes, or concrete mitigation steps. The absence of financial terms and timelines reduces transparency about shareholder impact and makes it difficult to assess governance outcomes post-transaction.

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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

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36305		26-1367393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

51 E Campbell Ave, Suite 107-D Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (877) 774-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	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
Common Stock, $0.001 par value per share		SMLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company                  ¨

If an emerging growth company, indicate by check mark if the registrant 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 8.01 Other Events

On September 22, 2025, Semler Scientific, Inc., or Semler Sci, and Strive, Inc., or Strive, issued a joint press release announcing their entry into an Agreement and Plan of Merger, or the Merger Agreement, providing for the acquisition of Semler Sci by Strive in an all-stock transaction subject to the terms and conditions set forth in the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Semler Sci is updating previous guidance regarding new 510(k) clearance from the U.S. Food and Drug Administration, or FDA, for expanded labeling of QuantaFlo, which is intended as an aid in the diagnosis of other cardiovascular diseases. Semler Sci currently anticipates the new 510(k) clearance by the end of the second quarter of 2026 at the earliest.

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, or 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, statements regarding the outlook and expectations of Strive and Semler Sci, 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 Sci 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 the parties to terminate the merger agreement between Strive, Semler Sci and the other parties thereto;

· 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 Sci 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, 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 Sci’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 Sci’s share price before closing; and

· other factors that may affect future results of Strive, Semler Sci or the combined company.

These factors are not necessarily all of the factors that could cause Strive’s, Semler Sci’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 Sci's or the combined company's results.

Although each of Strive and Semler Sci 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 Sci 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, or the SEC, on September 12, 2025 (including the documents incorporated by reference therein), Semler Sci'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 Sci 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 Sci 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 Sci 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, or 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 Sci and a prospectus of Strive, or the Information Statement/Proxy Statement/Prospectus, and each of Strive and Semler Sci 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 Sci to seek their approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF SEMLER SCI 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 SCI 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 Sci, 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 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 Sci will be available free of charge on Semler Sci’s website at https://ir.semlerscientific.com. The information on Strive’s or Semler Sci'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 Sci 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 Sci in connection with the proposed transaction. Information about the interests of the directors and executive officers of Strive and Semler Sci and other persons who may be deemed to be participants in the solicitation of stockholders of Semler Sci 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 Sci, their ownership of Semler Sci common stock, and Semler Sci'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 Sci'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 Sci'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 of 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. The following exhibits are filed with this report:

Exhibit  No.	Description
99.1	Joint Press Release dated September 22, 2025
104	The cover page from this current report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEMLER SCIENTIFIC, INC.
Date: September 22, 2025	By:	/s/ Renae Cormier
		Name: Renae Cormier
		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Semler Scientific (SMLR) disclose in this 8-K?

The 8-K discloses a material event related to a proposed merger with Strive, lists potential risks to closing and integration, and attaches a joint press release dated September 22, 2025 (Exhibit 99.1).

Does the filing provide the financial terms or timetable for the proposed transaction?

No. The filing does not include financial terms or a specific closing timetable; it only lists risks and references the joint press release as an exhibit.

What specific risks did Semler identify related to the transaction?

Risks include possible termination of the merger agreement, unmet closing conditions causing delay or failure, litigation, integration difficulties, management distraction, shareholder dilution from new Class A shares, adverse customer or employee reactions, share-price changes, and risks tied to Bitcoin treasury strategies and digital assets.

Is there an exhibit attached to the 8-K?

Yes. Exhibit 99.1 is a joint press release dated September 22, 2025.

Who signed the filing on behalf of Semler Scientific?

The filing is signed by Renae Cormier, Chief Financial Officer and principal financial and accounting officer.