{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-004581","form_type":"8-K","ticker":null,"cik":"0001554859","company_name":"Semler Scientific, Inc.","filed_at":"2026-01-16T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.416311+00:00","generated_at":"2026-05-16T09:48:00.753846+00:00","sec_items":["1.01","2.01","1.02","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Strive completes acquisition of Semler Scientific; Semler shareholders receive 21.05 Strive shares per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-004581","json":"https://secwatch.observer/filing/0001104659-26-004581.json","markdown":"https://secwatch.observer/filing/0001104659-26-004581.md","text":"https://secwatch.observer/filing/0001104659-26-004581.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/tm263118d3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T09:48:00.753846+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"134a3673c34a453e5ca467efa392fa3b6f56b041","claim":"Semler Scientific, Inc.: Certificate of incorporation amended and restated in connection with merger.","evidence_excerpt":"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.”","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","confidence":0.9},{"claim_id":"bac0523c5a0677ba7b989e6d933028790b44e35a","claim":"Semler Scientific, Inc.: Bylaws amended and restated in connection with merger.","evidence_excerpt":"Copies of the amended and restated certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","confidence":0.9},{"claim_id":"f982a0c986333f0b836b837ed1a1ce119f3e1d33","claim":"Semler Scientific, Inc. underwent a change of control involving Strive, Inc. (closed 2026-01-16).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","confidence":0.9},{"claim_id":"6ab0bf920b71e9ad49b14edd4ca83f0c4159404f","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction, material_agreement","same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.”","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1554859/000110465926004581/0001104659-26-004581-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}