Semler Scientific Inc SEC Filings

Strive, Inc. provides a legal communication about its proposed business combination with Semler Scientific, Inc. It explains that some statements about the transaction, its strategic and financial benefits, future performance, timing, and integration are forward‑looking and subject to significant risks and uncertainties that could cause actual results to differ materially.

The text notes that Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in the transaction, containing an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal, and investors are urged to read these and related SEC filings available free on the SEC, Strive, and Semler Scientific websites.

The communication states that directors, executive officers and employees of both companies may be deemed participants in soliciting proxies from Semler Scientific stockholders, and directs readers to SEC filings for details on their interests and security holdings. It also clarifies that this message is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer of securities will be made only by a prospectus meeting Securities Act requirements or an applicable exemption.

Semler Scientific provided an investor communication about its proposed acquisition by Strive, Inc.. The message notes that Strive has filed a Registration Statement on Form S-4 to register Class A common stock that will be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive combined information statement, proxy, and prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal.

The communication explains how investors can access the Form S-4 and related SEC filings for both companies free of charge, and clarifies that certain directors, officers, and employees of each company may be considered participants in the proxy solicitation. It also states that this is not an offer to sell or buy securities and includes a detailed cautionary statement about forward-looking statements, highlighting that actual results could differ materially from expectations and that neither company is obligated to update those statements except as required by law.

Semler Scientific, Inc. describes a social media post by its Director of Bitcoin Strategy about the proposed acquisition of Semler Scientific by Strive, Inc. and highlights key information for investors. Strive has filed a registration statement to register its Class A common stock to be issued in connection with the transaction, and a definitive combined information statement, proxy statement and prospectus has been sent to Semler stockholders to seek their approval.

The companies urge investors and stockholders of Semler Scientific to read the registration statement and related documents filed with the SEC, which contain important details about Strive, Semler Scientific and the proposed transaction. The communication clarifies that it does not itself constitute an offer to buy or sell securities or a solicitation of any vote, and it includes cautionary language that forward-looking statements about Semler’s business and Bitcoin strategy, the expected strategic and financial benefits of the deal, the timing of closing and post-transaction integration are subject to significant risks and uncertainties described in referenced SEC filings.

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, Inc. filed a communication noting that its Director of Bitcoin Strategy retweeted posts about a proposed acquisition of Semler Scientific by Strive, Inc.. The companies explain that Strive has filed a Form S-4 registration statement with the SEC to register Strive Class A common stock to be issued in connection with the proposed transaction, which includes an information statement, proxy statement and prospectus.

Semler Scientific stockholders will receive a definitive information statement/proxy statement/prospectus to vote on the proposed acquisition, and investors are urged to read the SEC materials because they contain important details about both companies and the deal. The text clarifies that this communication is not an offer to sell or buy securities and includes extensive cautionary language about forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties.

Strive, Inc. has filed a communication related to its proposed business combination with Semler Scientific, Inc.. The message emphasizes that any statements about expected strategic or financial benefits, future performance, or the timing and integration of the combined company are forward-looking and subject to significant risks and uncertainties, which could cause actual results to differ materially.

Strive has filed a Form S-4 Registration Statement to register Class A common stock to be issued in the transaction, which will include an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek approval of the deal. Investors are directed to review the Form S-4, related proxy materials, and each company’s SEC filings for detailed information. The communication also clarifies that it does not constitute an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer will only be made through a compliant prospectus or applicable exemption.

Strive, Inc. filed a Rule 425 communication about its proposed business combination with Semler Scientific, Inc.. The notice emphasizes that many statements about the deal and the future performance of the combined company are forward-looking and subject to significant risks and uncertainties, so actual results may differ materially from expectations.

Strive explains that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. Semler Scientific stockholders will receive these materials to consider and vote on the proposed transaction. The communication also identifies that directors, officers and employees of both companies may be deemed participants in the proxy solicitation and directs investors to SEC filings and company investor relations websites for detailed ownership and governance information.

Strive, Inc. uses this communication to promote its proposed business combination with Semler Scientific, Inc. (SMLR) and to explain its bitcoin treasury and financing strategy. CEO Matt Cole describes Strive as a pure-play bitcoin treasury company that aims to outperform bitcoin over the long term by using “digital credit,” primarily perpetual preferred equity, rather than debt. He highlights Strive’s first preferred equity product, SATA, a perpetual, variable-rate preferred that raised about $160 million on $200 million notional at 80, was upsized from an initial target and was reported as about twice oversubscribed. Cole contrasts Strive’s structure—no debt and unencumbered bitcoin—with MicroStrategy’s long-term goal of becoming “pref only,” positioning Strive as already operating with that target capital structure. He also frames the pending Semler merger as a way to add roughly 5,000 bitcoin and an operating business that Strive expects to monetize over time, while emphasizing that the transaction remains subject to stockholder approval and regulatory review.

Strive, Inc. has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock that will be issued in its proposed business combination with Semler Scientific, Inc. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific stockholders, and a prospectus for Strive. A definitive combined Information Statement/Proxy Statement/Prospectus will be sent to Semler Scientific stockholders to seek their approval of the transaction.

The communication emphasizes that many statements about the expected benefits, timing, and integration of the proposed transaction are forward-looking and subject to significant risks and uncertainties. Investors are urged to read the Form S-4, the Information Statement/Proxy Statement/Prospectus, and related SEC filings for detailed information about Strive, Semler Scientific, and the proposed transaction.