Semler Scientific to be acquired by Strive; SMLR shares convert into 21.05 Strive Class A shares

Semler Scientific, Inc.

Each SMLR share will convert into 21.05 shares of Strive Class A common stock at closing.
Termination fee of $49 million payable in cash or Bitcoin at Strive's election under certain conditions.
Eric Semler to be appointed to Strive's board at closing if he meets Nasdaq independence criteria.
Transaction approved by both boards; subject to SMLR and Strive shareholder votes, HSR waiting period.
If not closed by March 22, 2026, either party may terminate subject to conditions.

item 1.01item 9.01

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