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

Semler Scientific, Inc. held a special stockholder meeting where investors approved its planned merger with Strive, Inc..

Rhea-AI Filing Summary

Semler Scientific, Inc. held a special stockholder meeting where investors approved its planned merger with Strive, Inc.. Out of 15,285,092 shares entitled to vote as of November 19, 2025, holders of 9,409,336 shares, or 61.6%, were represented, providing a valid quorum. The merger agreement, as amended, received strong support, with 8,732,675 votes for, 633,524 against, and 43,137 abstentions.

Stockholders also approved on an advisory basis the compensation that may be paid to Semler Scientific’s named executive officers in connection with the merger, with 5,733,052 votes for, 3,469,890 against, and 206,391 abstentions. A proposal to adjourn the meeting, if needed to solicit more proxies for the merger, was not put to a vote because the merger proposal already had sufficient support.

Insights

M&A and Corporate Actions Analyst

Shareholders approved Semler’s merger with Strive and related executive pay.

The special meeting results show that Semler Scientific obtained stockholder approval for its merger with Strive, Inc., a key condition for moving the transaction forward. The merger proposal passed with 8,732,675 votes in favor versus 633,524 against, indicating clear majority support among participating shares. This approval allows the companies to proceed toward closing in line with the merger agreement dated September 22, 2025, as amended on December 3, 2025, subject to any remaining conditions.

Stockholders also approved, on an advisory basis, the compensation that may be paid to Semler Scientific’s named executive officers in connection with the merger, with 5,733,052 votes for and 3,469,890 against. While non-binding, this advisory vote provides backing for the transaction-related pay packages described in the proxy statement. The adjournment proposal was not needed because the merger proposal already had sufficient support, suggesting the solicitation effort successfully secured the required votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/13/2026 - 04:27 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 13, 2026

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SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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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:

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 13, 2026, Semler Scientific, Inc., or Semler Scientific, held a special meeting of stockholders to consider and vote on the proposals set forth below, each of which is described in greater detail in its definitive proxy statement filed with the Securities and Exchange Commission on December 5, 2025.

As of the close of business on November 19, 2025, the record date for the special meeting, there were 15,285,092 issued and outstanding shares of Semler Scientific common stock, par value $0.001 per share, entitled to vote at the special meeting. Holders of a total of 9,409,336 shares of Semler Scientific common stock, representing 61.6% of the shares entitled to vote at the special meeting, were represented in person or by proxy at the special meeting, constituting a quorum. The final results for the votes regarding each proposal are set forth below.

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Proposal 1 - The Merger Proposal

Proposal 1 was to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of September 22, 2025 (as amended by that certain amendment, dated as of December 3, 2025), or the Merger Agreement, by and between Semler Scientific and Strive, Inc., or Strive, or the Merger Proposal.

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The results with respect to the Merger Proposal are set forth below and the proposal was approved:

Votes For	Votes Against	Abstentions
8,732,675	633,524	43,137

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Proposal 2 - The Compensation Proposal

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Proposal 2 was to consider and vote on an advisory basis, the compensation that may be paid or become payable to Semler Scientific’s named executive officers that arises from or otherwise relates to the merger, or the Compensation Proposal.

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The results with respect to the Compensation Proposal are set forth below and the proposal was approved:

Votes For	Votes Against	Abstentions
5,733,052	3,469,890	206,391

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Proposal 3 - The Adjournment Proposal

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Proposal 3 was to consider and vote, to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Proposal. This proposal was not voted on at the special meeting because there were sufficient votes to then approve the Merger Proposal.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein 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, express or implied statements regarding, 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:

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● 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.

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SIGNATURES

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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.

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	SEMLER SCIENTIFIC, INC.
Date: January 13, 2026	By:	/s/ Douglas Murphy-Chutorian
		Name: Douglas Murphy-Chutorian, M.D.
​	​	Title: Chief Executive Officer and Interim Chief Financial Officer

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