Every 8-K that Semler Scientific, Inc. (SMLR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SMLR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SMLR filings page.
Semler Scientific, Inc. reports that it has been acquired by Strive, Inc., with Semler becoming a wholly owned subsidiary through a completed merger. Each share of Semler common stock outstanding immediately before the merger was converted into the right to receive 21.05 shares of Strive Class A common stock, with cash paid instead of fractional shares. Semler’s $100 million 4.25% Convertible Senior Notes due August 1, 2030 now convert into Strive Class A common stock under a supplemental indenture, with an initial adjusted conversion rate of 275.3887 shares per $1,000 principal amount and an initial maximum conversion rate of 344.2348 shares, making 34,423,480 Strive shares initially issuable. Strive guarantees the notes, which remain senior unsecured obligations of Semler. Semler terminated its at-the-market equity Sales Agreement and plans to delist its common stock from Nasdaq and deregister it, following a change in control and replacement of the prior board and officers with Strive designees.
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.
Semler Scientific, Inc. approved a strategic realignment that includes reducing its workforce by approximately 37% and cutting other operating expenses. The company expects the headcount reduction to lower quarterly operating expenses by about $0.7 million to $1.1 million in base salary, with savings beginning in January 2026.
Semler Scientific estimates it will incur about $1.2 million of severance costs from one-time termination benefits, to be paid in December 2025 and January 2026. In parallel, it has adopted a time-based cash retention program for remaining non-executive employees, designed to maintain clinical, regulatory, technical, and operational support, with an estimated cost of $1.6 million.
The company also notes that it is being acquired by Strive, Inc. in an all-stock transaction under a previously announced merger agreement and is providing supplemental information about Strive in an exhibit incorporated by reference. Management cautions that expected cost savings and charges from these actions are subject to risks and uncertainties, and actual results may differ materially.
Semler Scientific (SMLR) announced a Bitcoin information dashboard on its website as a Regulation FD disclosure channel, providing broad, non‑exclusionary updates on its Bitcoin holdings, market data, and KPIs such as BTC Yield, BTC Gain, and BTC $ Gain. The company states that some information posted there may be material.
Semler reported BTC Yield of 0.9% for the third quarter of 2025 and 30.6% year‑to‑date through November 10, 2025, a KPI used to assess its strategy of acquiring Bitcoin, including when funded by issuing common stock or convertible instruments. The information in Item 7.01 is furnished, not filed.
Semler Scientific reported an administrative update on its pending merger with Strive, Inc.. The company filed an 8-K to provide supplemental disclosures about Strive in Exhibit 99.1, tied to the previously announced all-stock acquisition of Semler by Strive under a merger agreement dated September 22, 2025.
The update reiterates that Strive has filed a Form S-4 registering Class A common stock to be issued in the transaction, which will include an information statement/proxy statement/prospectus to be sent to Semler stockholders for voting. The filing emphasizes standard forward‑looking statement cautions and directs investors to SEC and company websites for the S-4 and related materials.
Semler Scientific (SMLR) filed an 8-K announcing supplemental disclosures tied to its pending all-stock acquisition by Strive, Inc. The companies entered into a Merger Agreement on September 22, 2025. Semler furnished Exhibit 99.1, which provides additional information regarding Strive and is incorporated by reference.
Strive has filed a Form S-4 to register Class A common stock to be issued in the transaction, which will include an information statement for Strive, a proxy statement for Semler, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus will be sent to Semler stockholders to seek approval of the proposed transaction. The filing includes standard forward‑looking statement cautions and emphasizes that investors should review the S-4 and related materials for details on the transaction and related risks.
Semler Scientific (SMLR) announced a leadership change. On October 16, 2025, Renae Cormier resigned as Chief Financial Officer, principal financial officer, and principal accounting officer, effective October 30, 2025, to pursue another opportunity.
The board appointed President and CEO Dr. Douglas Murphy‑Chutorian to serve as interim Chief Financial Officer and as principal financial officer and principal accounting officer effective October 30, 2025. He will receive no additional compensation for these interim duties. Biographical information for Dr. Murphy‑Chutorian is incorporated by reference from the company’s July 17, 2025 proxy statement.
Semler Scientific filed an 8-K reporting a material event related to its pending merger and a financing arrangement. The filing lists potential risks that could prevent the merger from closing, including termination rights under the merger agreement, unmet closing conditions, litigation, failure to realize anticipated benefits (including risks from Bitcoin treasury strategies and digital assets), integration challenges, higher-than-expected transaction costs, management distraction, dilution from additional Class A share issuances, adverse customer or employee reactions, and share-price volatility. The filing also identifies an exhibit: a Master Loan Agreement dated April 15, 2025 among Coinbase Credit, Inc., Coinbase, Inc. and Semler Scientific, Inc., which appears to be a material financing document disclosed with the 8-K.
Semler Scientific, Inc. (SMLR) filed a Form 8-K reporting a material event related to a proposed transaction with Strive and Strive’s affiliate Semler Sci. The filing lists risks that could affect completion and outcomes of the merger agreement, including termination rights, failure to satisfy closing conditions, litigation, integration challenges, higher than expected transaction costs, diversion of management attention, dilution from issuing Class A common stock, adverse customer or employee reactions, and exposure to risks from Bitcoin treasury strategies and digital assets. The filing includes two exhibits: supplemental information dated September 22, 2025, and supplemental unaudited pro forma combined financial information.
Semler Scientific, Inc. (SMLR) disclosed a signed Agreement and Plan of Merger dated September 22, 2025, with Strive, Inc., and identified a range of transaction risks. The filing lists events that could let either party terminate the merger, and warns the deal may not close on schedule or at all if closing conditions are unmet. The company highlights potential integration challenges, higher-than-expected transaction costs, management distraction, customer or employee reactions, dilution from issuing additional Class A stock, share-price volatility, and specific risks tied to Bitcoin treasury strategies and digital-asset exposures. The filing is signed by CFO Renae Cormier.
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.
Semler Scientific, Inc. reported the results of its 2025 annual stockholder meeting held on September 5, 2025. Stockholders elected William H.C. Chang as a Class I director to serve until the 2028 annual meeting and approved, on an advisory basis, the compensation of the company’s named executive officers.
Stockholders approved an amendment to the restated certificate of incorporation to increase authorized common stock from 50,000,000 shares to 210,000,000 shares, giving the company significantly more capacity to issue stock in the future. They did not approve a separate amendment that would have authorized 42,000,000 shares of blank-check preferred stock. Stockholders also ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2025.
Semler Scientific (Nasdaq:SMLR) filed a Form 8-K to report that on June 22, 2025 its board adopted Fifth Amended and Restated Bylaws, effective immediately.
According to Item 5.03, the revisions are limited to two governance housekeeping items: (i) removal of Section 13 to eliminate any ambiguity with Delaware General Corporation Law §228 (shareholder written consents) and (ii) revision of Section 47 so that the bylaws fully harmonize with the company’s certificate of incorporation. No changes were made to the fiscal year, capital structure, or shareholder voting thresholds.
The full text of the updated bylaws is provided as Exhibit 3.1. Other than the technical governance clean-up, the filing contains no financial statements, forward-looking guidance, or other material events. The document was signed by Chief Financial Officer Renae Cormier on June 23, 2025.
Semler Scientific, Inc. (Nasdaq: SMLR) filed an 8-K to disclose a major shift in its treasury policy. On 19 June 2025 the company appointed Joe Burnett as Director of Bitcoin Strategy and outlined an aggressive three-year plan to accumulate Bitcoin using a combination of equity offerings, debt financings and operating cash flow.
- Accumulation targets: at least 10,000 BTC by 31-Dec-2025, 42,000 BTC by 31-Dec-2026 and 105,000 BTC by 31-Dec-2027.
- Funding sources: prospective sales of securities, borrowings and internal cash generation.
- Governance: Burnett will oversee execution and risk management of the Bitcoin treasury strategy.
The filing contains extensive forward-looking statements highlighting material risks, including Bitcoin price volatility, execution risk in raising capital, leverage concerns and uncertainties related to the company’s proposed DOJ settlement. Management makes no commitment to update projections.
Investment view: The move could materially increase balance-sheet optionality if Bitcoin appreciates, but exposes shareholders to significant market and financing risk. The 8-K carries no immediate financial results or guidance changes.