Semler Scientific, Inc.: M&A transaction — Strive completes acquisition of Semler Scientific; Semler shareholders receive 21.05 Strive shares per share

Semler Scientific, Inc.

Each Semler share converted into 21.05 shares of Strive Class A common stock; Semler now wholly owned subsidiary.
$100M 4.25% Convertible Senior Notes due 2030 amended; conversion rights changed to Strive common stock; Strive guarantees.
Semler terminated at-the-market equity offering agreement with Cantor Fitzgerald and other agents.
Semler requested delisting from Nasdaq and deregistration; trading expected to cease before Jan 20, 2026.
Prior directors Eric Semler, William Chang, Daniel Messina, Natalie Brunell, Douglas Murphy-Chutorian replaced by Matthew Cole as director; officers now Matthew Cole and Brian Logan Beirne.

item 1.01 item 2.01 item 1.02 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Semler Scientific, Inc. issued convertible note.

Security: convertible note

Exact text from the filing

the right of the holders of the Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Notes into shares of common stock of Semler Scientific, par value $0.001 per share, or Semler Common Stock, was changed into a right to convert such principal amount of Notes into the number of shares of Strive’s Class A common stock, par value $0.001 per share, or Strive Common Stock

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Semler Scientific, Inc.: Certificate of incorporation amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and Bylaws of Semler Scientific were amended and restated in their entirety to be in the form of the certificate of incorporation and Bylaws, respectively, of Merger Sub, except that the name of the surviving corporation reflected therein shall be “Semler Scientific, Inc.”

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Semler Scientific, Inc.: Bylaws amended and restated in connection with merger.

Change: bylaw amendment

Exact text from the filing

Copies of the amended and restated certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Semler Scientific, Inc. underwent a change of control involving Strive, Inc. (closed 2026-01-16).

Action: change of control
Counterparty: Strive, Inc.
Closing: 2026-01-16

Exact text from the filing

On January 16, 2026, Strive, Inc., a Nevada corporation, or Strive, completed the previously announced acquisition of Semler Scientific, Inc., a Delaware corporation, or Semler Scientific, pursuant to the Agreement and Plan of Merger, dated as of September 22, 2025 as amended December 3, 2025, or the Merger Agreement, by and among Strive, Strive Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Strive, or Merger Sub, and Semler Scientific.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Semler Scientific, Inc. amended Supplemental Indenture with Strive and U.S. Bank Trust Company, National Association valued at $100.0 million (effective 2026-01-16).

Action: amendment
Agreement: notes offering
Counterparty: Strive and U.S. Bank Trust Company, National Association
Value: $100.0 million
Effective: 2026-01-16

Exact text from the filing

Semler Scientific, Strive and U.S Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026, or the Supplemental Indenture, to the Indenture

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Source: SEC EDGAR

accession 0001104659-26-004581

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