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]

Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed all-stock merger between Semler Scientific, Inc. and Strive Asset Management, particularly focusing on the fixed Exchange Ratio of 21.05 shares of Strive Class A Common Stock for each share of Semler common stock [1][2]. Group 1: Merger Details - The proposed merger involves Semler stockholders receiving 21.05 shares of Strive Class A Common Stock for each share of Semler common stock they own, establishing a fixed Exchange Ratio [1]. - The Exchange Ratio will not be adjusted for fluctuations in the market prices of either Strive or Semler common stock from the signing of the merger agreement to its completion [2]. Group 2: Stock Price Impact - Since the announcement of the merger on September 22, 2025, the price of Strive common stock has significantly declined, leading to a drop in Semler's stock price from $32.06 per share to $19.77 per share as of December 8, 2025, making the merger less attractive for Semler shareholders [3].

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]