Merger swaps Semler Scientific (NASDAQ: SMLR) director's stake into Strive
Rhea-AI Filing Summary
Semler Scientific director Eric Semler reported the automatic disposition of his Semler Scientific common stock and stock options due to the completion of the merger with Strive, Inc. On January 16, 2026, Merger Sub merged into Semler Scientific, which became a wholly owned subsidiary of Strive.
Each share of Semler Scientific common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash instead of fractional Strive shares, under the Merger Agreement. The filing shows 636,346 shares of common stock held directly and 77,771 shares held indirectly through TCS Capital Advisors, LLC, all disposed of in this conversion.
Each outstanding Semler Scientific stock option, whether vested or unvested, was converted at the effective time into an option to purchase Strive Class A common stock, with the number of underlying Strive shares determined by the same 21.05 exchange ratio and the exercise price adjusted by dividing the prior Semler exercise price by that ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 4,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 4,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 75,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 8,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 150,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 12,375 | $0.00 | -- |
| Disposition | Common Stock | 636,346 | $0.00 | -- |
| Disposition | Common Stock | 77,771 | $0.00 | -- |
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger dated September 22, 2025 (the "Merger Agreement"), by and among the Issuer, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a direct, wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of January 16, 2026 (the "Effective Time"), with the Issuer surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger"). At the Effective Time, each share of Issuer common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Strive Class A common stock equal to 21.05 (the "Exchange Ratio") and cash in lieu of any fractional shares of Strive Class A common stock any former holder of Issuer common stock would otherwise be entitled to receive, without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. Securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). Mr. Semler, by virtue of his position as the managing member of TCS Capital Management LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. Mr. Semler expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. At the Effective Time, each Issuer stock option that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase, on the same terms and conditions, a number of shares of Strive Class A common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to such Issuer stock option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Strive Class A common stock, rounded up to the nearest whole cent, equal to the per share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such Issuer stock option immediately prior to the Effective Time divided by the Exchange Ratio.
FAQ
What insider activity did Semler Scientific (SMLR) report in this Form 4?
The Form 4 shows director Eric Semler reporting dispositions of Semler Scientific common stock and stock options on January 16, 2026, solely as a result of the closing of the merger with Strive, Inc..
How were Semler Scientific (SMLR) stock options treated in the merger with Strive?
At the effective time, each outstanding Semler stock option, vested or unvested, was converted into an option to purchase Strive Class A common stock. The number of Strive shares was calculated by multiplying the Semler option shares by 21.05 and rounding down, and the exercise price per Strive share was set by dividing the prior Semler exercise price by 21.05 and rounding up to the nearest cent.
Was this Semler Scientific (SMLR) Form 4 a market sale by the director?
No. The Form 4 explains that the reported dispositions occurred pursuant to the Merger Agreement with Strive, Inc., as Semler Scientific shares and options were converted into Strive equity at the merger effective time, rather than being sold on the open market.