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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) |
