Core Viewpoint - Strive, Inc. has entered into a definitive agreement to acquire Semler Scientific, Inc. in an all-stock transaction, enhancing its position as a leading Bitcoin treasury company and expanding its business into medical diagnostics [1][2]. Company Overview - Strive, Inc. is the first publicly traded asset management Bitcoin treasury company, currently holding 5,886 Bitcoin and managing over $2 billion in assets since launching its first ETF in August 2022 [4]. - Semler Scientific, Inc. is a leader in medical devices and software aimed at combating chronic diseases and is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset [6][7]. Transaction Details - The acquisition represents an approximately 210% premium, equivalent to about $90.52 per share, based on the trading prices as of September 19, 2025 [6]. - Each common share of Semler Scientific will be exchanged for 21.05 Class A common shares of Strive [6]. - The combined company will own over 10,900 Bitcoin prior to any additional Bitcoin raised from future financings [6]. Strategic Goals - The merger aims to create significant value for stockholders by delivering a substantial premium and expanding into a robust preventative care and wellness platform focused on early detection of chronic diseases [2][6]. - Strive's management intends to operate with a "preferred equity only" leverage model to avoid debt maturity risks associated with traditional leveraged Bitcoin strategies [6]. Legal and Financial Advisory - Davis Polk & Wardwell LLP is serving as legal counsel to Strive, while Goodwin Procter LLP is legal counsel to Semler Scientific [3]. - Cantor Fitzgerald, L.P. is the financial advisor to Strive, and LionTree Advisors LLC is the financial advisor to Semler Scientific [3].