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.
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.
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 |
Proposal 2 - The Compensation Proposal
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.
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 |
Proposal 3 - The Adjournment Proposal
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.
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:
