Semler Scientific (NASDAQ: SMLR) merger with Strive stock deal closes

Rhea-AI Filing Summary

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.

Insights

Equity analyst

Semler Scientific is now a wholly owned subsidiary of Strive in a stock-for-stock merger.

The filing explains that Semler Scientific completed a merger with Strive, Inc. on January 16, 2026. A Strive subsidiary merged into Semler Scientific, and Semler now exists as a direct, wholly owned subsidiary of Strive. This represents a full change of control for Semler’s equity, shifting investor exposure from Semler as a standalone issuer to Strive as the parent company.

Each Semler Scientific common share outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, with cash payable in lieu of fractional shares. As a result of this conversion, the Chang family trust, William H.C. Chang, Diana Shon Chang, and Chang 2020 Delaware LP each report beneficial ownership of 0 shares, or 0% of Semler’s common stock, indicating that their prior Schedule 13D-reportable position has been fully eliminated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

SEMLER SCIENTIFIC, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

81684M104

(CUSIP Number)

Marianne C. Sarrazin, Esq.
Goodwin Procter LLP, 525 Market, 32nd Floor
San Francisco, CA, 94105
(415) 733-6134

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 81684M104

1

Name of reporting person

WILLIAM H.C. & DIANA SHON CHANG TTEE CHANG FAMILY TRUST U/A/ DTD 10/23/2006

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 81684M104

1

Name of reporting person

WILLIAM H.C. CHANG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 81684M104

1

Name of reporting person

DIANA SHON CHANG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 81684M104

1

Name of reporting person

CHANG 2020 DELAWARE LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: SEMLER SCIENTIFIC, INC.
(c)	Address of Issuer's Principal Executive Offices: 51 E Campbell Ave, Suite 107-D, Campbell, CALIFORNIA , 95008.
Item 4.	Purpose of Transaction
	Item 4. is hereby amended to add the following: On January 16, 2026, (the "Effective Time"), Semler Scientific, Inc. ("Semler Scientific") completed the transactions contemplated by the Agreement and Plan of Merger dated September 22, 2025, as amended by that certain amendment, dated as of December 3, 2025 (the "Merger Agreement"), by and among Semler Scientific, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which, among other matters, Merger Sub merged with and into Semler Scientific effective as of January 16, 2026, with Semler Scientific surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger"). At the Effective Time, each share of Semler Scientific's common stock that was issued and outstanding immediately prior to the Effective Time (except for treasury stock or shares owned by Semler Scientific or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) was converted into the right to receive 21.05 shares of Strive's Class A Common Stock, plus cash in lieu of fractional shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and restated as follows: Exhibit A Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WILLIAM H.C. & DIANA SHON CHANG TTEE CHANG FAMILY TRUST U/A/ DTD 10/23/2006

Signature:	/s/ William H.C. Chang
Name/Title:	William H.C. Chang, co-Trustee
Date:	01/16/2026

Signature:	/s/ Diana Shon Chang
Name/Title:	Diana Shon Chang, co-Trustee
Date:	01/16/2026

WILLIAM H.C. CHANG

Signature:	/s/ William H.C. Chang
Name/Title:	William H.C. Chang
Date:	01/16/2026

DIANA SHON CHANG

Signature:	/s/ Diana Shon Chang
Name/Title:	Diana Shon Chang
Date:	01/16/2026

CHANG 2020 DELAWARE LP

Signature:	/s/ William H.C. Chang
Name/Title:	William H.C. Chang, Managing Member By: CHANG 2020 GP LLC, its General Partner
Date:	01/16/2026

Signature:	/s/ Diana Shon Chang
Name/Title:	Diana Shon Chang, Managing Member By: CHANG 2020 GP LLC, its General Partner
Date:	01/16/2026

FAQ

What corporate action involving Semler Scientific (SMLR) is described here?

The content describes that Semler Scientific, Inc. completed a merger with Strive, Inc., in which a Strive subsidiary merged into Semler Scientific and Semler became a direct, wholly owned subsidiary of Strive as of January 16, 2026.

What did Semler Scientific shareholders receive in the merger with Strive?

At the effective time of the merger, 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 in lieu of any fractional Strive shares.

How much Semler Scientific stock do the Chang reporting persons now own?

The Chang family trust, William H.C. Chang, Diana Shon Chang, and Chang 2020 Delaware LP each report an aggregate beneficial ownership of 0.00 shares of Semler Scientific common stock, representing 0% of the class.

Why was this Schedule 13D/A amendment filed for Semler Scientific?

This amendment to Schedule 13D updates Item 4 to reflect completion of the merger between Semler Scientific and Strive and reports that the listed Chang-related reporting persons no longer beneficially own any shares of Semler Scientific common stock.

What is the role of Strive Merger Sub, Inc. in the Semler Scientific deal?

Strive Merger Sub, Inc., a wholly owned subsidiary of Strive, merged with and into Semler Scientific. Semler Scientific survived this merger and became a direct, wholly owned subsidiary of Strive as part of the overall transaction.

What agreement governed the merger between Semler Scientific and Strive?

The transaction was carried out under an Agreement and Plan of Merger dated September 22, 2025, as amended on December 3, 2025, among Semler Scientific, Strive, Inc., and Strive Merger Sub, Inc.