Semler Scientific (SMLR) Company Report

Strive, Inc. closed a follow-on offering of 1,320,000 shares of Variable Rate Series A Perpetual Preferred Stock (SATA Stock) at $90 per share, raising $225 million.
The company retired $110 million of the $120 million debt assumed from the Semler Scientific acquisition, including $90 million of Semler Convertible Notes and the $20 million Coinbase Loan, with intentions to retire the remaining $10 million by April 2026.
Strive acquired an additional 333.89 Bitcoin at an average price of $89,851, bringing its total holdings to 13,131.82 Bitcoin as of January 28, 2026, making it the tenth largest public corporate holder globally.

Jan 28, 2026, 1:41 PM

Press Release

Strive Increases Preferred Stock Dividend Rate

SMLR

Dividends

Strive, Inc. announced an increase in the annual dividend rate on its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) to 12.25%, up from 12.00%.
This increased rate corresponds to an annual dividend of approximately $12.25 per share, based on the $100 stated amount per share.
The company declared the next monthly dividend of $1.0208 per share, which is payable on January 15, 2026, to holders of record as of January 1, 2026.
Strive expects this dividend to qualify as Return of Capital (ROC).

Dec 15, 2025, 1:30 PM

Press Release

Semler Scientific, Inc. Provides Pro Forma Financials for Strive Merger

SMLR

M&A

Accounting Changes

Semler Scientific, Inc. (SMLR) filed an 8-K on November 14, 2025, to provide supplemental unaudited pro forma combined consolidated financial information.
This information relates to the acquisition of Semler Scientific by Strive, Inc. in an all-stock transaction, with the Merger Agreement dated September 22, 2025.
Strive, Inc. is deemed the accounting acquirer for this business combination.
Each share of Semler common stock will be converted into the right to receive 21.05 shares of Strive Class A common stock.
The unaudited pro forma financial information includes statements of operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, and a balance sheet as of September 30, 2025.

Nov 14, 2025, 9:24 PM

8-K

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

SMLR

Earnings

M&A

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.
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.
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.

Oct 28, 2025, 9:05 PM

Press Release

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

SMLR

Earnings

Guidance Update

Demand Weakening

Semler Scientific anticipates preliminary Q3 2025 revenues between $6.9 and $7.5 million and operating expenses between $12.8 and $13.4 million.
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.
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. 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.
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.

Oct 3, 2025, 8:18 PM

8-K

Semler Scientific Secures $20 Million Loan from Coinbase Credit

SMLR

Debt Issuance

Legal Proceedings

Semler Scientific, Inc. entered into a Master Loan Agreement with Coinbase Credit Inc. on April 15, 2025.
On September 25, 2025, Semler Scientific borrowed $20.0 million of cash from Coinbase Credit under this agreement.
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.
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.
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.

Sep 26, 2025, 11:30 AM

8-K

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

SMLR

M&A

New Projects/Investments

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.
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.
Strive's primary objectives are to accumulate bitcoin, increase bitcoin-per-share, and outperform bitcoin over the long run.
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.
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.

Sep 23, 2025, 11:31 PM

8-K

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

SMLR

M&A

Takeover Bid

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

Sep 22, 2025, 9:26 PM

8-K

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

SMLR

M&A

New Projects/Investments

Guidance Update

Strive, Inc. (ASST) will acquire Semler Scientific, Inc. (SMLR) in an all-stock transaction announced on September 22, 2025.
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.
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.
The combined entity is projected to own over 10,900 Bitcoin.
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.

Sep 22, 2025, 1:20 PM

8-K

Strive Agrees to Acquire Semler Scientific

SMLR

M&A

New Projects/Investments

Board Change

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.
The merger will combine the companies' bitcoin holdings to exceed 10,900 bitcoins, positioning the merged entity as a rapidly growing corporate bitcoin holder. Strive recently purchased 5,816 bitcoins for $675 million.
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.
Eric Semler, Semler Scientific’s Executive Chairman, is expected to join the Board of Directors of the combined company.