Welcome to our dedicated page for Semler Scientific SEC filings (Ticker: SMLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Semler Scientific, Inc. filings document its common-stock status, material events and public-company reporting history. Recent regulatory records include Form 25 disclosure for removal of the common stock from Nasdaq listing and registration, and Form 15 certification covering termination or suspension of Exchange Act reporting obligations for the class of securities.
The company's 8-K filings cover material agreements, shareholder voting matters, governance items, capital-structure disclosures and operating and financial results. Filing categories also address risk factors and clinical or regulatory matters tied to Semler Scientific's healthcare technology activities, alongside disclosures related to its Bitcoin treasury strategy.
Semler Scientific director Daniel S. Messina reported the disposition of 11,910 shares of common stock and multiple stock options on January 16, 2026, in connection with the closing of the company’s merger with Strive, Inc. At the merger’s effective time, each outstanding Semler share was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash in lieu of fractional shares, under the merger agreement. Messina’s outstanding Semler stock options were converted into options to purchase Strive Class A shares, with the number of underlying shares and exercise prices adjusted by the same 21.05 exchange ratio, and any unvested portions of those options fully vested at the effective time.
Semler Scientific director Natalie Brunell reported derivative transactions tied to the closing of a merger with Strive, Inc. On January 16, 2026, Strive Merger Sub, Inc. merged with Semler Scientific under a Merger Agreement dated September 22, 2025, with Semler continuing as a wholly owned subsidiary of Strive.
The filing shows several Semler stock options disposed of on January 16, 2026, including options to buy 4,000 and 7,500 shares of common stock at exercise prices of $17.78 and $31.79, respectively. At the merger’s effective time, each outstanding Semler option, whether vested or unvested, was converted into an option to purchase Strive Class A common stock on the same terms, with the number of underlying shares and exercise price adjusted by the exchange ratio. The unvested portions of these converted options immediately became vested as of the effective time.
Semler Scientific director William H. Chang reported the disposition of his Semler equity interests in connection with the closing of the company’s merger with Strive, Inc. on January 16, 2026. Under the Merger Agreement, each share of Semler 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 in lieu of any fractional Strive shares, subject to tax withholding.
The Form 4 shows indirect holdings of Semler common stock of 428,682 shares held by W&D Chang Family Trust, 154,074 shares held in six grantor retained annuity trusts, and 241,508 shares held by Chang 2020 GP LP, all reported as disposed of at an indicated price of $0.00 in the merger conversion. It also reports several Semler stock options (covering 4,000, 3,560, 500, 7,125, 1,000, and 27,000 shares) as disposed of, with post‑transaction balances of zero.
At the effective time, each outstanding Semler stock option was converted into an option to purchase Strive Class A common stock using the 21.05 exchange ratio, with the exercise price adjusted accordingly and any unvested portion vesting immediately as of the effective time.
Semler Scientific, Inc. completed a merger with Strive, Inc., after which Merger Sub was merged into Semler Scientific and Semler became a direct, wholly owned subsidiary of Strive. At the January 16, 2026 effective time, each outstanding share of Semler Scientific common stock was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash instead of any fractional Strive shares. Following this stock-for-stock transaction, the Chang family trust, William H.C. Chang, Diana Shon Chang, and Chang 2020 Delaware LP each report beneficial ownership of 0 shares, representing 0% of Semler Scientific’s common stock.
Semler Scientific, Inc. investors were notified that activist holder Eric Semler and affiliated TCS Capital entities now report 0 shares of Semler Scientific common stock, representing 0.0% of the class. This amended Schedule 13D follows completion of the previously agreed merger in which Semler Scientific was merged into a wholly owned subsidiary of Strive, Inc. on January 16, 2026.
At the effective time of the merger, each outstanding share of Semler Scientific common stock (other than specified excluded shares) was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash instead of any fractional Strive share. After this conversion, the reporting persons no longer beneficially own Semler Scientific shares and have updated their beneficial ownership to reflect this change.
Semler Scientific, Inc. filed a notification that its common stock is being removed from listing and/or registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has complied with its own rules to strike this class of securities from listing and/or withdraw registration under 17 CFR 240.12d2-2(b), and the filing also notes that the issuer has complied with the exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) for voluntary withdrawal. This action formally initiates the delisting and deregistration process for Semler Scientific’s common stock on Nasdaq.
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 filed a communication describing social media posts by its Director of Bitcoin Strategy about the proposed acquisition of Semler Scientific by Strive, Inc. The message emphasizes that Strive has filed a Form S-4 registration statement to register Class A common stock to be issued in connection with the transaction, which includes a combined information statement, proxy statement and prospectus sent to Semler Scientific stockholders to seek their approval.
Investors are directed to carefully read the registration statement and related materials filed with the SEC for details on the proposed deal, the companies involved and the interests of directors and officers. The communication clarifies it is not an offer to sell securities and includes a detailed cautionary statement that forward-looking statements about the transaction, expected benefits, timing and integration involve significant risks and uncertainties that could cause actual results to differ materially.
Semler Scientific, Inc. outlines legal and procedural information related to the proposed acquisition of Semler Scientific by Strive, Inc.. Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in connection with the transaction, which includes a combined information statement, proxy statement and prospectus sent to Semler Scientific stockholders to seek their approval. Stockholders are urged to review these SEC documents because they contain important details about both companies and the proposed merger. The communication clarifies that it is not an offer to sell or buy securities and includes a standard cautionary statement about forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties.
Strive, Inc. has shared a communication related to its proposed business combination with Semler Scientific, Inc., emphasizing that many statements about the deal are forward-looking and subject to risks and uncertainties. The text explains that expectations about strategic and financial benefits, future performance, and timing of closing may differ materially from actual results and refers readers to recent Form 10-Qs and Strive’s Form S-4 for key risk factors.
Strive has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in the proposed transaction, which includes an information statement of Strive, a proxy statement of Semler Scientific, and a prospectus of Strive sent to Semler Scientific stockholders to seek their approval. Investors and stockholders of Semler Scientific are urged to read the S-4 and related Information Statement/Proxy Statement/Prospectus and other SEC filings, which are available free of charge from the SEC’s website and the companies’ investor relations channels. The communication also identifies that directors, officers and employees of both companies may be deemed participants in the proxy solicitation and clarifies that this is not an offer or solicitation to buy or sell securities.