Group 1 - The chairman of Semler Scientific, Eric Semler, is urging shareholders to vote in favor of the merger with Strive, with a special shareholder meeting scheduled for January 13 [1] - According to the plan, SMLR shareholders will receive ASST stock at a ratio of 21.05:1 [1] - The merger is expected to allow shareholders to participate in the growth of a leading digital credit company, and post-merger, the company will hold nearly 13,000 BTC, positioning it among the top five publicly traded companies with Bitcoin as a strategic reserve asset [1]

MONSEY, N.Y., Dec. 09, 2025 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed merger of Semler Scientific, Inc. (Nasdaq: SMLR) (“Semler”) with Strive Asset Management (“Strive”) in an all-stock transaction under which Semler stockholders will receive 21.05 shares of Strive Class A Common Stock for each share of Semler common stock that they own (“Exchange Ratio”). Notably, the Exchange Ratio is fixed and will not be adjusted for changes in the market price ...

Core Insights - Public companies initially experienced significant share price increases by investing corporate cash into Bitcoin and other digital tokens, a strategy popularized by Michael Saylor of Strategy Inc. [1][22] - However, the market has seen a rapid decline in the value of these investments, with many companies now facing substantial losses [4][22]. Company Performance - SharpLink Gaming Inc. has seen its stock fall 86% from its peak, now valued at less than its digital token holdings, trading at approximately 0.9 times its Ether holdings [5][22]. - Greenlane Holdings has experienced a decline of over 99% this year, despite holding around $48 million in BERA crypto tokens [5][22]. - The median stock price of US and Canadian-listed companies that became Digital Asset Treasuries (DATs) has dropped by 43% this year, while Bitcoin itself is down about 6% [6][22]. Financial Strategies and Risks - Companies raised over $45 billion this year to fund crypto acquisitions, often through convertible bonds and preferred shares, leading to significant debt obligations [9][22]. - Strategy Inc. has created a $1.4 billion reserve fund to cover dividend payments, but its shares are on track for a 38% decline this year [17][22]. - The potential need for companies to sell crypto holdings to meet financial obligations raises concerns about further price declines in the crypto market [16][22]. Market Trends and Future Outlook - The trend of public companies adopting crypto investment strategies has slowed, with fewer new companies entering the market due to declining investor enthusiasm [18][22]. - Mergers and acquisitions among DATs are expected to increase, particularly as companies seek to consolidate and mitigate losses [19][22]. - The industry may see more structured securities transactions aimed at providing downside protection for investors [20][22].

Core Insights - The implied value of Strive's all-stock acquisition offer for Semler Scientific has decreased by approximately 76% from September to December due to the loss of key customers that accounted for a significant portion of Semler's revenue [1] Group 1: Acquisition Details - Under the amended merger agreement, Semler Scientific shareholders will receive a fixed ratio of 21.05 shares of Strive Class A common stock for each share held, translating to approximately $21.68 per Semler share based on Strive's closing price on December 2 [2] - The initial offer represented a 210% premium to Semler Scientific's closing price prior to the announcement, but skepticism was noted regarding the disparity between the offer price and Semler's trading price immediately after the announcement [3] Group 2: Financial Performance and Challenges - Semler Scientific's medical hardware revenue is expected to decline sharply, with two major customers, which contributed over 60% of its revenue in Q3 2025, ceasing orders, leading to a projected revenue drop of at least 60% in Q4 compared to Q3 [4] - For Q3, Semler Scientific reported a net income of $16.9 million, a significant increase from $5.6 million in the same period last year, primarily due to a $30 million unrealized gain in Bitcoin holdings [5] Group 3: Merger Approval Status - The merger is pending approval from Semler Scientific stockholders and is subject to customary regulatory closing conditions, while Strive stockholders have already approved the share issuance [6]

Group 1 - Semler Scientific CEO Douglas Murphy Chutorian filed to sell up to $30 million worth of shares, indicating a potential desire to monetize equity before the merger completion [1] - The filing reveals the intent to sell up to 1.52 million shares at a price of $20.02 per share, based on the closing price on the day prior to the filing [1] - Semler announced a merger offer with Strive at a 210% premium to its stock price, valued at $471 million, which led to a 24% increase in stock price on the announcement day [1] Group 2 - The all-stock merger structure will primarily compensate Semler shareholders with Strive's equity, aligning ownership interests post-acquisition [2] - This type of merger can enhance liquidity for shareholders while concentrating governance within the combined entity [2] - Strive recently raised $149.3 million through an upsized and oversubscribed initial public offering of its Variable Rate Series A Perpetual Preferred Stock [2]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-36305 SEMLER SCIENTIFIC, INC. (Exact name of registrant as specified in its charter) Delaware 26-1367393 (St ...

Core Points - Semler Scientific, Inc. has announced it will not host a conference call or provide an earnings presentation for its Q3 2025 financial results due to a pending transaction with Strive, Inc. [1] - The company is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset, indicating a strategic shift in its financial management [3] - Semler Scientific plans to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025, around November 12, 2025 [2] Company Overview - Semler Scientific is a leader in medical devices and software aimed at combating chronic diseases, with a focus on early detection and monitoring [3] - The company's flagship product, QuantaFlo®, is FDA-cleared and provides rapid point-of-care testing for diagnosing peripheral arterial disease [3] - The company intends to strategically accumulate Bitcoin using proceeds from equity and debt financings, as well as cash flows from operations [3] Transaction Details - The proposed transaction with Strive, Inc. is expected to bring strategic and financial benefits, although specific details regarding the anticipated impact on future performance have not been disclosed [4][5] - A Registration Statement on Form S-4 has been filed with the SEC to register the Class A common stock to be issued in connection with the proposed transaction [8] - Stockholders of Semler Scientific will receive a definitive Information Statement/Proxy Statement/Prospectus to seek their approval for the proposed transaction [8]

Core Viewpoint - Rosen Law Firm is reminding purchasers of Semler Scientific, Inc. securities about the lead plaintiff deadline for a securities class action lawsuit, emphasizing the potential for compensation without upfront costs for eligible investors [1][2]. Group 1: Class Action Details - The class action pertains to securities purchased between March 10, 2021, and April 15, 2025, with a lead plaintiff deadline set for October 28, 2025 [1]. - Investors who wish to join the class action can do so through a provided link or by contacting the firm directly [3][6]. - A class action lawsuit has already been filed, and interested parties must act by the specified deadline to serve as lead plaintiff [3]. Group 2: Legal Background - The lawsuit alleges that Semler Scientific made materially false and misleading statements and failed to disclose a significant investigation by the U.S. Department of Justice regarding violations of the False Claims Act [5]. - The claims suggest that the defendants' public statements were misleading, leading to investor damages when the true information became public [5]. Group 3: Rosen Law Firm's Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved significant settlements, including the largest against a Chinese company at the time [4]. - The firm has been consistently ranked among the top firms for securities class action settlements and has recovered hundreds of millions for investors [4].

Core Points - Rosen Law Firm is reminding purchasers of Semler Scientific, Inc. securities about a lead plaintiff deadline in a securities class action [1] - The class period for the securities in question is from March 10, 2021, to April 15, 2025 [1] - Investors who purchased Semler Scientific securities during this period may be entitled to compensation without any payment required [1]

Core Points - Faruqi & Faruqi, LLP is investigating potential claims against Semler Scientific, Inc. and reminds investors of the October 28, 2025 deadline to seek the role of lead plaintiff in a federal securities class action against the company [2][4] - The complaint alleges that Semler Scientific and its executives violated federal securities laws by making false or misleading statements and failing to disclose a material investigation by the U.S. Department of Justice regarding violations of the False Claims Act [4] - Following the disclosure of initial settlement discussions with the DOJ, Semler Scientific's stock fell over 9% on the next trading day [5] Company Information - Semler Scientific is facing legal scrutiny due to allegations of misleading investors regarding a DOJ investigation [4] - The company filed its 2024 annual report on February 28, 2025, which indicated the commencement and subsequent cessation of initial settlement discussions with the DOJ [5] - The law firm has a history of recovering hundreds of millions of dollars for investors since its founding in 1995 [3]