Strive closes Semler Scientific buy; holds ~12,798 BTC; Avik Roy named CSO

This filing

As of the date hereof, $100 million aggregate principal amount of Notes remains outstanding. As amended by the terms of the Supplemental Indenture, the Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

This filing

As of the date hereof, $100 million aggregate principal amount of Notes remains outstanding. As amended by the terms of the Supplemental Indenture, the Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

This filing

As of the date hereof, $100 million aggregate principal amount of Notes remains outstanding. As amended by the terms of the Supplemental Indenture, the Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.

Comparable filing

(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million

This filing

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Semler Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by Semler Scientific as treasury stock or owned by Strive, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time, which were cancelled without consideration), was converted into the right to receive 21.05 shares of Strive Common Stock

Comparable filing

true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2026

This filing

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Semler Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by Semler Scientific as treasury stock or owned by Strive, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time, which were cancelled without consideration), was converted into the right to receive 21.05 shares of Strive Common Stock

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

This filing

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Semler Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by Semler Scientific as treasury stock or owned by Strive, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time, which were cancelled without consideration), was converted into the right to receive 21.05 shares of Strive Common Stock

Comparable filing

Revenue Code of 1986, as amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen

This filing

As of the date hereof, $100 million aggregate principal amount of Notes remains outstanding. As amended by the terms of the Supplemental Indenture, the Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.

Comparable filing

company (“EIG”) that is a wholly-owned subsidiary of the Company, and LGG entered into a Promissory Note (the “Promissory Note”) in the maximum aggregate principal amount of $2,000,000. The Promissory Note bears interest at 7% per annum, compounded annually and accruing daily. Advances under the Promissory Note may be made by EIG to LGG from time to time at

This filing

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Semler Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by Semler Scientific as treasury stock or owned by Strive, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time, which were cancelled without consideration), was converted into the right to receive 21.05 shares of Strive Common Stock

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).