8-K
Strive, Inc. (ASST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2026
| STRIVE, INC. | ||
|---|---|---|
| (Exact name of Company as specified in its charter) | ||
| Nevada | 001-41612 | 88-1293236 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 200 Crescent Ct, Suite 1400, Dallas, TX | 75201 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (855) 427-7360 | ||
| --- | ||
| (Company’s telephone number, including area code) | ||
| (Former name or former address, if changed since last report) | ||
| --- |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.001 par value per share | ASST | The Nasdaq Stock Market LLC |
| Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share | SATA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sale of Equity Securities |
|---|
On January 22, 2026, Strive, Inc. (“Strive” or the “Company”) entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the outstanding 4.250% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) issued by Semler Scientific, Inc., a wholly-owned subsidiary of the Company (“Semler Scientific”), and guaranteed by the Company, pursuant to an indenture, dated as of January 28, 2025, between Semler Scientific and U.S Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a supplemental indenture, dated January 16, 2026, by and among Semler Scientific, the Company and the Trustee, representing $90 million aggregate principal amount of the Semler Convertible Notes (the “Exchange Notes”), pursuant to which such holders exchanged their Semler Convertible Notes for approximately 930,000 newly issued shares of the Company’s Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”) (the “Notes Exchange”).
The Company will not receive any cash proceeds from the Notes Exchange. The Exchange Agreements provide for the Company to deliver the shares of SATA Stock as described above, and the Company will receive and cancel the Exchanged Notes.
The Notes Exchange is being conducted pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
| Item 7.01 | Regulation FD Disclosure |
|---|
On January 28, 2026, the Company issued a press release relating to the closing of the Offering (as defined below) and concurrent Notes Exchange and its acquisition of bitcoin as described herein. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
|---|
As previously announced on January 22, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) registered under the Securities Act, of 1,320,000 shares of SATA Stock, an upsize over the $150 million transaction size previously announced when taken together with the Notes Exchange described herein, at a public offering price of $90 per share. The issuance and sale of the SATA Stock settled on January 27, 2026. The net proceeds from the Offering were approximately $109.2 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses. The Company intends to utilize the net proceeds from the Offering, together with cash on hand and potentially cash from terminating the existing capped call transactions relating to the Semler Convertible Notes (i) to finance the redemption, repurchase, repayment, satisfaction and discharge or other payment of all or a portion of the Semler Convertible Notes and Semler Scientific’s outstanding borrowings under its master loan agreement with Coinbase Credit Inc. (the “Coinbase Loan”), which may include one or more repurchases pursuant to privately negotiated transactions, and the payment of accrued and unpaid interest thereon, with the purpose of returning to a perpetual-preferred only amplification model, (ii) the acquisition of bitcoin and bitcoin-related products and (iii) for working capital and general corporate purposes. To date, the Company has retired (i) an aggregate of $90 million of the outstanding Semler Convertible Notes pursuant to the Notes Exchange and (ii) $20 million in borrowings from the Coinbase Loan.
The Underwriting Agreement contained customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions.
The Offering was made pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-290252) on file with the Securities and Exchange Commission (the “SEC”). The Offering was made only by means of a prospectus supplement and an accompanying prospectus.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
On January 28, 2026, the Company also announced it has acquired 333.89 bitcoin at an average price of $89,851 and now holds 13,131.82 bitcoin as of January 28, 2026.
Neither this Current Report on Form 8-K nor the press release filed hereto constitutes an offer to sell or the solicitation of an offer to buy any securities or an offer to purchase, a solicitation of an offer to sell, or a notice of redemption with respect to the Semler Convertible Notes.
The information set forth in the Prospectus Supplement dated January 22, 2026 with respect to the Offering in the Section entitled “Risk Factors” on pages S-22 through S-23 with respect to Risks Related to Our Indebtedness is incorporated herein by reference.
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the press release attached hereto may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Strive and Semler Scientific, respectively, with respect to the merger transaction (the “merger transaction”), the strategic benefits and financial benefits of the merger transaction, including the expected impact of the merger transaction on the combined company’s future financial performance, the ability to successfully integrate the combined businesses, the estimated net proceeds of the Offering, the terms of the securities being offered and the Company’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive, Semler Scientific and/or their respective management teams about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
| • | the outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company; |
|---|---|
| • | the possibility that the anticipated benefits of the merger transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a<br> result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary<br> policy, and laws and regulations and their enforcement; |
| --- | --- |
| • | the diversion of management’s attention from ongoing business operations and opportunities; |
| --- | --- |
| • | dilution caused by Strive’s issuance of additional shares of its Class A common stock in connection with the merger transaction; |
| --- | --- |
| • | potential adverse reactions of Strive’s or Semler Scientific’s customers or changes to business or employee relationships, including those resulting from the announcement or completion<br> of the merger transaction; |
| --- | --- |
| • | other factors that may affect future results of Strive, Semler Scientific or the combined company. |
| --- | --- |
| • | These factors are not necessarily all of the factors that could cause the combined company’s actual results, performance or achievements to differ materially from those expressed in or<br> implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the combined company’s results. |
| --- | --- |
Although Strive believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Annual Report on Form 10-K, Strive’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Strive’s Current Report on Form 8-K filed with the SEC on September 24, 2025, Semler Scientific’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive and Semler Scientific with the SEC.
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The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein and the press release attached hereto speak only as of the date hereof, and Strive and Semler Scientific undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
Neither this Current Report on Form 8-K nor the press release attached hereto is intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 1.1 | Underwriting Agreement, dated January 22, 2026, by and between the Company, Barclays Capital Inc. and Cantor Fitzgerald & Co., as the representatives of the several underwriters with respect to the Offering (incorporated herein by<br> reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2026). |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP. |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). |
| 99.1 | Press Release of Strive, Inc. dated January 28, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 28, 2026 | Strive, Inc. |
|---|---|
| /s/ Matthew Cole | |
| Name: Matthew Cole | |
| Title: Chief Executive Officer |
Exhibit 5.1
| Brownstein Hyatt Farber Schreck, LLP<br><br> 702.382.2101 main<br><br> 100 North City Parkway, Suite 1600<br><br> Las Vegas, Nevada 89106 |
|---|
January 27, 2026
Strive, Inc.
200 Crescent Court, Suite 1400
Dallas, Texas 75201
To the addressee set forth above:
We have acted as local Nevada counsel to Strive, Inc., a Nevada corporation (the “Company”), in connection with the transactions contemplated by that certain Underwriting Agreement, dated as of January 22, 2026 (the “Underwriting
Agreement”\), by and between the Company and Barclays Capital Inc. and Cantor Fitzgerald & Co., for themselves and as representatives of the underwriters named in Schedule I thereto, relating to the issuance, offering and sale by the Company of up to 1,320,000 shares \(the “Shares”\) of the
Company’s Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share \(the “SATA Stock”\), as described in the Company’s Registration Statement
on Form S-3 \(File No. 333-290252\) \(the “Registration Statement”\), including the base prospectus, dated September 15, 2025, contained therein \(the “Base Prospectus”\), as supplemented by the preliminary prospectus supplement, dated January 21, 2026, and the final prospectus supplement, dated January 22, 2026
\(together with the Base Prospectus, the “Prospectus”\), each as filed with Securities and Exchange Commission \(the “Commission”\) under the Securities Act of 1933, as amended \(the “Act”\). This opinion letter is being
delivered at your request pursuant to the requirements of Item 601\(b\)\(5\) of Regulation S-K under the Act.
In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance, offering and sale of the Shares as contemplated by the Underwriting Agreement and as described in the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Underwriting Agreement, the Registration Statement and the Prospectus.
For purposes of issuing this opinion letter, (a) we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Underwriting Agreement, (ii) the Registration Statement and the Prospectus, (iii) the articles of incorporation and bylaws of the Company, each as amended, and (iv) such agreements, instruments, resolutions of the board of directors of the Company and committees thereof and other corporate records, and other documents, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and (b) we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.
Strive, Inc.
January 27, 2026
Page 2
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i) the statements of fact and all representations and warranties set forth in the documents we have reviewed are and will be true and correct as to factual matters, in each case as of the date or dates of such documents and as of the date hereof; (ii) each natural person executing a document has, or at all relevant times had, sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; (v) the obligations of each party set forth in the Underwriting Agreement are such party’s valid and binding obligations, enforceable against such party in accordance with their respective terms; and (vi) after any issuance of Shares, the total number of issued and outstanding shares of SATA Stock, together with the total number of shares of SATA Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, arrangement, plan or otherwise (including under the Underwriting Agreement), will not exceed the total number of shares of SATA Stock then authorized under the Company’s articles of incorporation, including the certificate of designation establishing the SATA Stock, as amended.
We are qualified to practice law in the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares have been duly authorized by the Company and if, when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the Underwriting Agreement, including payment in full to the Company of all consideration required therefor, and as described in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.
Strive, Inc.
January 27, 2026
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
Exhibit 99.1
Strive Announces Closing of Upsized & Oversubscribed Follow-On Offering of SATA Stock and Concurrent Exchange of Semler Notes
DALLAS, TX—(GLOBE NEWSWIRE)— January 28, 2026—Strive, Inc. (Nasdaq: ASST; SATA) (“Strive” or the “Company”) today announced the closing of its follow-on offering (the “offering”) of 1,320,000 shares of Strive’s Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”), at a public offering price of $90 per share.
The Company announced over $600 million in demand for the SATA Stock from the follow-on offering and upsized the initial $150 million target raise to $225 million, when taken together with the concurrent privately negotiated notes exchanges described below. As described below, the Company has now retired $110 million of the $120 million aggregate principal amount of debt the Company assumed from the Semler Scientific, Inc. (“Semler Scientific”) acquisition. The Company also announced its intention to retire the remaining $10 million of such debt by April 2026. The substantial demand for digital credit by institutional investors sets Strive ahead of its target to meet the previously announced intentions to retire the debt within 12 months of the close of the Semler Scientific acquisition – retiring approximately 92% of the debt in under two weeks, with intentions for complete retirement in under four months.
An aggregate of $90 million of the $100 million aggregate principal amount of outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) issued by Semler Scientific and guaranteed by Strive pursuant to an indenture, dated as of January 28, 2025, between Semler Scientific and U.S Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a supplemental indenture, dated January 16, 2026, by and among Semler Scientific, Strive and the Trustee were retired in an exchange for approximately 930,000 shares of SATA Stock. The Company used a portion of the cash proceeds from the offering of SATA Stock to retire the legacy Semler Scientific $20 million loan with Coinbase Credit Inc. (the “Coinbase Loan”). Following the retirement of the Coinbase Loan, 100% of Strive’s Bitcoin holdings are unencumbered.
“Strive continues to demonstrate leading execution in managing a world-class, Bitcoin-powered treasury, retiring over 90% of the Semler legacy debt just 11 days after closing the Semler acquisition, with intentions to retire the remaining debt by April,” said Matt Cole, Chairman & CEO. “By quickly returning to a preferred equity–only amplification structure, we are putting our money where our mouth is in our belief that the optimal way to finance the amplification of Bitcoin is by appropriately matching the long-duration nature of Bitcoin with long-duration financing.”
Strive also announced it has acquired 333.89 Bitcoin at an average price of $89,851 and now holds 13,131.82 Bitcoin as of January 28, 2026. Strive is now the tenth largest public corporate holder of Bitcoin globally. Strive has an amplification ratio of 37.2% with 97.7% coming from our preferred equity. Amplification ratio is calculated by taking the total sum of debt and notional preferred outstanding and dividing it by the total market value of our bitcoin held. As of today, Strive’s quarter-to-date Bitcoin yield is 21.17%. Bitcoin yield represents the percentage growth of a company’s bitcoin exposure per common share over a period of time.
“The successful completion of this oversubscribed SATA follow-on offering reflects robust and growing investor demand for digital credit and highlights the Strive team’s disciplined, fast-paced execution of our corporate strategy,” said Ben Werkman, Chief Investment Officer of Strive. “In just over four months, Strive has scaled from zero Bitcoin to become a top-10 publicly traded holder of Bitcoin.”
About Strive
Strive is the first publicly traded asset management Bitcoin treasury company. Strive is focused on increasing Bitcoin per share to outperform Bitcoin over the long run. Strive holds approximately 13,131.82 bitcoin as of January 28, 2026.
Since launched its first ETF in August 2022, Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, has grown to manage over $2.3 billion in assets.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Strive and Semler Scientific, Inc. (“Semler Scientific”), respectively, with respect to the merger transaction (the “merger transaction”), the strategic benefits and financial benefits of the merger transaction, including the expected impact of the merger transaction on the combined company’s future financial performance, the ability to successfully integrate the combined businesses, the anticipated use of any proceeds from the offering, the terms of the securities being offered and the Company’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of Strive, Semler Scientific or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
| • | the outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company; |
|---|---|
| • | the possibility that the anticipated benefits of the merger transaction, including anticipated cost savings and strategic gains, are not realized when<br> expected or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets, general economic and market conditions, interest<br> and exchange rates, monetary policy, and laws and regulations and their enforcement; |
| --- | --- |
| • | the diversion of management's attention from ongoing business operations and opportunities; |
|---|---|
| • | dilution caused by Strive's issuance of additional shares of its Class A common stock in connection with the merger transaction; |
| --- | --- |
| • | potential adverse reactions of Strive's or Semler Scientific's customers or changes to business or employee relationships, including those resulting<br> from the announcement or completion of the merger transaction; and |
| --- | --- |
| • | other factors that may affect future results of Strive, Semler Scientific or the combined company. |
| --- | --- |
These factors are not necessarily all of the factors that could cause the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the combined company’s results.
Although Strive believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of Strive will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Annual Report on Form 10-K, Strive’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Strive’s Current Report on Form 8-K filed with the SEC on September 24, 2025, Semler Scientific’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive and Semler Scientific with the SEC.
The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press release speak only as of the date hereof, and Strive and Semler Scientific undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. This press release also shall not constitute an offer to purchase, a solicitation of an offer to sell, or a notice of redemption with respect to the Semler Convertible Notes.
Strive Media Contact:
media@strive.com
Investor Contact:
ir@strive.com
Source: Strive, Inc.