- Semler Scientific will **not host a conference call or provide an earnings presentation** in conjunction with its third quarter 2025 financial results due to its pending transaction with Strive, Inc.  **[1554859_20251028NY09603:0]** 
- The company intends to file its **Quarterly Report on Form 10-Q for the period ended September 30, 2025, on or about November 12, 2025**.  **[1554859_20251028NY09603:0]** 
- Semler Scientific is the **second U.S. public company to adopt Bitcoin as its primary treasury reserve asset** and is a leader in medical devices and software to combat chronic diseases.  **[1554859_20251028NY09603:0]**

Semler Scientific to File Q3 2025 Results, Forgoes Conference Call Amidst Strive Transaction

- Semler Scientific anticipates preliminary Q3 2025 revenues between **$6.9 and $7.5 million** and operating expenses between **$12.8 and $13.4 million**.  **[1554859_0001554859-25-000053_smlr-20251003x8k.htm:1]** 
- The company expects a significant **decline in Q4 2025 revenues**, projecting them to be at least **60% lower** than Q3 2025 expected revenue, primarily due to decreased QuantaFlo device usage and a major customer ceasing service.  **[1554859_0001554859-25-000053_smlr-20251003x8k.htm:3]** 
- As of September 30, 2025, Semler Scientific held **5,048 Bitcoins** with a market value of **$575.8 million**, having acquired them for an aggregate of **$479.0 million**.  **[1554859_0001554859-25-000053_smlr-20251003x8k.htm:3]**  The company also reported an unrealized gain of approximately **$30.0 million** from the change in fair value of Bitcoin holdings since June 30, 2025.  **[1554859_0001554859-25-000053_smlr-20251003x8k.htm:1]** 
- Through September 30, 2025, Semler Scientific issued and sold **5,207,036 shares** of common stock under its at-the-market (ATM) offering program, generating approximately **$203.8 million** in net proceeds.  **[1554859_0001554859-25-000053_smlr-20251003x8k.htm:3]**

Semler Scientific Provides Preliminary Q3 2025 Results and Q4 Revenue Guidance Update

- **Semler Scientific, Inc.** entered into a **Master Loan Agreement** with Coinbase Credit Inc. on **April 15, 2025**.  **[1554859_0001104659-25-093562_tm2526607d8_8k.htm:2]** 
- On **September 25, 2025**, Semler Scientific borrowed **$20.0 million of cash** from Coinbase Credit under this agreement.  **[1554859_0001104659-25-093562_tm2526607d8_8k.htm:2]** 
- The loan is collateralized by Semler Scientific's **Bitcoin**, carries an **interest rate of 10%**, has an **initial margin percentage of 156.25%**, and **matures on March 26, 2026**.  **[1554859_0001104659-25-093562_tm2526607d8_8k.htm:2]** 
- Semler Scientific intends to use the loan proceeds, along with cash from operations, to **pay in full a previously disclosed settlement with the U.S. Department of Justice**.  **[1554859_0001104659-25-093562_tm2526607d8_8k.htm:2]** 
- The agreement includes provisions for a **monthly loan fee** and an **early termination fee** equal to the full amount of remaining interest if the loan is paid prior to maturity.  **[1554859_0001104659-25-093562_tm2526607d8_8k.htm:2]**

Semler Scientific Secures $20 Million Loan from Coinbase Credit

- On **September 22, 2025**, **Semler Scientific, Inc.** entered into an **Agreement and Plan of Merger** to be acquired by **Strive, Inc.** in an **all-stock transaction**.  **[1554859_0001104659-25-092624_tm2526607d5_8k.htm:1]** 
- The acquiring company, **Strive, Inc.**, recently completed a merger with Asset Entities Inc. on **September 12, 2025**, transforming into the **first publicly traded asset management Bitcoin treasury corporation**.  **[1554859_0001104659-25-092624_tm2526607d5_ex99-1.htm:0]** 
- Strive's primary objectives are to **accumulate bitcoin**, **increase bitcoin-per-share**, and **outperform bitcoin** over the long run.  **[1554859_0001104659-25-092624_tm2526607d5_ex99-1.htm:0]** 
- Strive also operates a technology company and, as of **August 22, 2025**, managed approximately **$2 billion in assets under management (AUM)**, though these are no longer its primary growth engine.  **[1554859_0001104659-25-092624_tm2526607d5_ex99-1.htm:0]** 
- **Strive has a limited operating history** and a **history of operating losses**, and its Bitcoin treasury strategy is **capital-intensive** and subject to **high volatility** and **regulatory scrutiny**.  **[1554859_0001104659-25-092624_tm2526607d5_ex99-1.htm:1]** **[1554859_0001104659-25-092624_tm2526607d5_ex99-1.htm:5]**

Semler Scientific, Inc. Enters Merger Agreement with Strive, Inc.

- Semler Scientific, Inc. has entered into an **Agreement and Plan of Merger** with **Strive, Inc.**, dated **September 22, 2025**.  **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:0]** **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:2]** 
- Under the terms of the agreement, Semler Scientific, Inc. will become a **wholly owned subsidiary of Strive, Inc.** following the merger.  **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:2]** 
- The Board of Directors of Semler Scientific, Inc. has **unanimously approved** the merger and recommended it to the company's stockholders.  **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:2]** **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:29]** 
- The merger requires the **affirmative vote of the holders of a majority of the outstanding shares of Company Stock** of Semler Scientific, Inc..  **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:29]** 
- As of the agreement date and the Effective Time, Semler Scientific, Inc. (or one of its subsidiaries) will own at least **5,021 Bitcoin**.  **[1554859_0001104659-25-092186_tm2526607d3_ex2-1.htm:39]**

Semler Scientific, Inc. Enters into Merger Agreement with Strive, Inc.

- **Strive, Inc. (ASST) will acquire Semler Scientific, Inc. (SMLR) in an all-stock transaction announced on September 22, 2025**.  **[1554859_0001104659-25-091918_tm2526607d1_ex99-1.htm:0]** 
- The acquisition represents an approximate **210% premium**, or **$90.52 per share**, for Semler Scientific stockholders, who will receive **21.05 Class A common shares of Strive** for each Semler Scientific common share.  **[1554859_0001104659-25-091918_tm2526607d1_ex99-1.htm:1]** 
- Strive also announced a purchase of **5,816 Bitcoin** for **$675,000,000** at an average price of **$116,047 per Bitcoin**, bringing its total Bitcoin holdings to **5,886**.  **[1554859_0001104659-25-091918_tm2526607d1_ex99-1.htm:0]** 
- The combined entity is projected to own over **10,900 Bitcoin**.  **[1554859_0001104659-25-091918_tm2526607d1_ex99-1.htm:1]** 
- Semler Scientific has updated its guidance for QuantaFlo 510(k) clearance, now anticipating it by the **end of the second quarter of 2026 at the earliest**.  **[1554859_0001104659-25-091918_tm2526607d1_8k.htm:1]**

Semler Scientific to be Acquired by Strive in All-Stock Transaction

- **Strive**, a bitcoin treasury asset management company, announced an **all-stock acquisition** of **Semler Scientific**, a healthcare technology firm, at a **210% premium** or approximately **$90.52 per share**.  **[1554859_42a67ec86f7f454f97c3fb4cb0fd30a8]** 
- The merger will combine the companies' bitcoin holdings to exceed **10,900 bitcoins**, positioning the merged entity as a rapidly growing corporate bitcoin holder.  **[1554859_42a67ec86f7f454f97c3fb4cb0fd30a8]**  Strive recently purchased **5,816 bitcoins for $675 million**.  **[1554859_42a67ec86f7f454f97c3fb4cb0fd30a8]** 
- Post-merger, the combined company plans to explore monetizing or distributing Semler's diagnostics business and will operate with a **"preferred equity only" strategy** to avoid debt risks.  **[1554859_42a67ec86f7f454f97c3fb4cb0fd30a8]** 
- **Eric Semler**, Semler Scientific’s Executive Chairman, is expected to join the Board of Directors of the combined company.  **[1554859_42a67ec86f7f454f97c3fb4cb0fd30a8]**

Strive Agrees to Acquire Semler Scientific

- A class action lawsuit has been filed against **Semler Scientific, Inc.** (NASDAQ: SMLR) on behalf of investors who purchased securities between **March 10, 2021, and April 15, 2025**.  **[1554859_bc318f3c52914659ae749b4f5e0adf38_0]** 
- Investors have until **October 28, 2025**, to file a lead plaintiff motion in the class action lawsuit.  **[1554859_bc318f3c52914659ae749b4f5e0adf38_0]** 
- The lawsuit alleges that Semler Scientific made false and/or misleading statements and failed to disclose a material investigation by the U.S. Department of Justice (DOJ) into potential False Claims Act violations.  **[1554859_bc318f3c52914659ae749b4f5e0adf38_0]** 
- The company disclosed on February 28, 2025, that it received a civil investigative demand from the DOJ in July 2017, and on April 15, 2025, announced an agreement in principle to pay **$29.75 million** to settle claims.  **[1554859_bc318f3c52914659ae749b4f5e0adf38_0]** 
- Following these disclosures, Semler Scientific's stock price fell more than **9%** and nearly **10%**, respectively.  **[1554859_bc318f3c52914659ae749b4f5e0adf38_0]**

Semler Scientific Faces Class Action Lawsuit Over DOJ Investigation Settlement

- A class action lawsuit has been filed against Semler Scientific, representing investors who bought securities between **March 10, 2021 and April 15, 2025**.  **[1554859_35b046cbcd4d469ab7da933f4018cd24_0]** 
- Investors have until **October 28, 2025** to file a lead plaintiff motion.  **[1554859_35b046cbcd4d469ab7da933f4018cd24_0]** 
- The lawsuit alleges that Semler Scientific made false and/or misleading statements and failed to disclose a material **U.S. Department of Justice (DOJ) investigation** into potential False Claims Act violations.  **[1554859_35b046cbcd4d469ab7da933f4018cd24_0]** 
- Semler Scientific disclosed on **February 28, 2025**, that it had received a **DOJ civil investigative demand (CID)** in July 2017, which caused its stock price to fall **more than 9%**.  **[1554859_35b046cbcd4d469ab7da933f4018cd24_0]** 
- On **April 15, 2025**, the company announced an agreement to pay **$29.75 million** to settle all claims, leading to a further stock price drop of **nearly 10%**.  **[1554859_35b046cbcd4d469ab7da933f4018cd24_0]**

Semler Scientific (SMLR)