Semler Scientific Inc SEC Filings

Strive, Inc. and Semler Scientific, Inc. discuss their proposed merger and Bitcoin-focused strategy. Semler’s Eric Semler explains that the company adopted Bitcoin as its treasury asset and acquired over 5,000 Bitcoin in about a year, but its core medical business faced regulatory headwinds, prompting merger talks with Strive. He says Semler shareholders can now vote on the deal ahead of a special meeting on January 13, with both companies supporting approval.

Strive CEO Matt Cole outlines a combined strategy built around “digital credit” and perpetual preferred equity designed to provide amplified exposure to Bitcoin without traditional debt. He notes strong demand for Strive’s SATA preferred stock, including an upsized $200 million IPO that was more than two times oversubscribed and a current stated rate of 12.25% with an effective yield above 13%. The speakers also highlight potential upside from Semler’s healthcare operations, including a heart disease screening product that is awaiting FDA approval, while emphasizing that expectations about Bitcoin, digital credit growth, and regulatory outcomes are forward-looking and subject to risk.

Strive, Inc. filed a communication related to its proposed business combination with Semler Scientific, Inc.. The notice focuses on legal disclosures rather than deal terms, emphasizing that many statements about the transaction, its strategic and financial benefits, timing, and post-closing performance are "forward-looking statements" that involve significant risks and uncertainties. It explains that actual results for Strive, Semler Scientific, or the combined company may differ materially from these expectations.

The communication highlights that Strive has filed a Form S-4 registration statement to register Class A common stock to be issued in the deal, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. Semler Scientific stockholders are urged to read the registration statement, the combined Information Statement/Proxy Statement/Prospectus, and related SEC filings before voting or making any investment decision. The document also explains that directors, officers, and employees of both companies may be considered participants in soliciting proxies and clarifies that this communication is not an offer or solicitation to buy or sell securities.

Strive, Inc. and Semler Scientific are moving forward with a proposed business combination and related stockholder vote. Strive has filed a Registration Statement on Form S-4 with the SEC to register the Class A common stock it plans to issue in connection with the transaction, which includes 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 materials and any amendments because they contain important details about both companies and the transaction. The communication emphasizes that many statements are forward-looking and subject to significant risks and uncertainties, directs investors to SEC and company websites for free copies of relevant filings, explains that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this communication does not itself constitute an offer or solicitation to buy or sell securities.

Semler Scientific director reports stock gift to family

A director of Semler Scientific, Inc. reported a Form 4 transaction dated 12/15/2025 involving a gift of 60,000 shares of common stock, coded as transaction type "G" for gift at a price of $0 per share. According to the explanation, these shares were gifted to the reporting person's grandchildren and other family members who do not share his home. Following this transaction, the reporting person beneficially owns 428,682 shares indirectly through W&D Chang Family Trust, 154,074 shares indirectly through six grantor retained annuity trusts, and 241,508 shares indirectly through Chang 2020 GP LP. The filing indicates the individual is a director of Semler Scientific and that the report is filed by one reporting person.

Strive, Inc. released a communication about its proposed business combination with Semler Scientific, Inc., explaining that the message contains forward-looking statements about the deal, its expected strategic and financial benefits, integration, and timing, all of which are subject to significant risks and uncertainties. The companies refer investors to prior SEC filings, including Strive’s Form S-4 filed on December 3, 2025 and both parties’ recent Form 10-Qs, for additional risk factors. Strive 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 that was sent to Semler Scientific stockholders to seek approval of the proposed transaction. The communication identifies that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation, provides ways to access SEC filings and company materials free of charge, and clarifies that this message is not an offer to sell securities or a solicitation to buy securities or votes.

Strive, Inc. describes its proposed business combination with Semler Scientific, Inc. and highlights that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in connection with the deal. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive, and a definitive version has been 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 combined company are forward-looking and subject to significant risks and uncertainties, directing readers to prior SEC filings for detailed risk factors. It explains how investors can obtain the S-4 and related documents free of charge from the SEC and company websites and notes that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation. The message also clarifies that it does not constitute an offer to sell or buy securities.

Strive, Inc. provides an update related to its proposed business combination with Semler Scientific, Inc., focusing on legal disclosures rather than new deal terms. The communication explains that Strive has filed a Form S-4 registration statement with the SEC to register Class A common stock to be issued in the transaction, which includes an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek their approval. It contains extensive cautionary language about forward-looking statements, emphasizing that actual results may differ materially from expectations and referring readers to recent SEC reports of both companies. The text explains where investors can obtain the S-4 and related documents free of charge, describes that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this notice does not constitute an offer to sell or a solicitation to buy securities.

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.