Group 1: Acquisition and Corporate Strategy - Strive, Inc. has successfully completed the acquisition of Semler Scientific, making it the 11 largest public corporate holder of bitcoin globally with approximately 12,797.9 bitcoin [1] - The company aims to monetize the operating business from the Semler Scientific subsidiary by expanding its focus on early disease detection products under the leadership of newly appointed Chief Strategy Officer Avik Roy [2] Group 2: Leadership and Expertise - Avik Roy, who has a background in science from MIT and medical training from Yale, has extensive experience in biotech and healthcare, having worked at Bain Capital and J.P. Morgan [3] - Eric Semler, former chairman of Semler Scientific, has joined Strive as an independent board member, while Joe Burnett, previously director of Bitcoin Strategy for Semler Scientific, has taken on the role of VP of Bitcoin Strategy at Strive [4] Group 3: Company Overview - Strive is the first publicly traded asset management Bitcoin treasury company, focused on increasing Bitcoin per share to outperform Bitcoin over the long run, managing over $2 billion in assets since launching its first ETF in August 2022 [5] - Semler Scientific is recognized as a leader in medical devices and software for chronic diseases, with its flagship product QuantaFlo providing rapid point-of-care testing for peripheral arterial disease [6]

Core Viewpoint - Strive, Inc. has successfully acquired Semler Scientific, Inc., marking a significant milestone as the first acquisition of a publicly traded Bitcoin treasury company, which will enhance Strive's Bitcoin holdings and operational strategy [1][4]. Group 1: Acquisition Details - Semler Scientific stockholders approved the acquisition by Strive, which includes the transfer of 5,048.1 Bitcoin [1]. - Strive has also purchased an additional 123 Bitcoin for its corporate treasury at an average price of $91,561 per Bitcoin, totaling $11,264,000, increasing its total Bitcoin holdings to 7,749.8 [2]. - Post-acquisition, the combined entity will hold 12,797.9 Bitcoin, positioning it as the 11th largest corporate holder of Bitcoin, surpassing both Tesla and Trump Media & Technology Group [2]. Group 2: Financial Strategy - Strive plans to monetize Semler Scientific's operating business within 12 months of the transaction close and aims to retire Semler Scientific's $100 million convertible note and $20 million Coinbase loan, depending on market conditions [3]. - The acquisition is expected to boost Strive's Bitcoin yield to over 15% in the first quarter of 2026, continuing its yield generation strategy since the inception of its Bitcoin operations [4]. - Strive intends to issue more preferred equity (SATA) over the next 12 months to support its strategic goals, including retiring legacy debt [4]. Group 3: Corporate Structure and Governance - Strive is recognized as the second company globally to have a publicly traded perpetual preferred equity instrument (SATA) backed by a Bitcoin balance sheet, offering a unique risk profile to fixed income investors [5]. - A 1-20 reverse stock split for Class A and Class B common stock has been approved to align share prices with institutional participation standards [5][6]. - Following the merger, Semler Scientific's Executive Chairman, Eric Semler, will join Strive's Board of Directors [7]. Group 4: Company Background - Strive, Inc. is the first publicly traded asset management Bitcoin treasury company, currently managing over $2 billion in assets and holding 7,749.8 Bitcoin [8]. - Semler Scientific, Inc. is a leader in medical devices and software for chronic diseases and is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset [10].

Core Viewpoint - Semler Scientific Inc. is facing a securities fraud class action lawsuit due to alleged misleading statements and failure to disclose material facts regarding investigations by the U.S. Department of Justice [4][5]. Group 1: Lawsuit Details - The lawsuit is based on claims that Semler made materially false and misleading statements about its business and operations during the class period from March 10, 2021, to April 15, 2025 [4]. - The company disclosed a risk of a DOJ complaint related to its QuantaFlo device and acknowledged an initial civil investigative demand from the DOJ dating back to July 2017 [2][4]. - Following the announcement of a settlement agreement with the DOJ for $29.75 million, Semler's stock price fell significantly, indicating investor injury [3]. Group 2: Financial Impact - On March 3, 2025, Semler's stock price dropped by $4.03, or 9.4%, closing at $38.89 per share after the DOJ news [3]. - After the April 15, 2025 announcement regarding the settlement, the stock price fell by $3.40, or 9.9%, closing at $31.00 per share [3]. Group 3: Investor Participation - Investors who acquired Semler securities during the class period are urged to participate in the class action lawsuit, with a deadline set for October 28, 2025, to seek lead plaintiff status [5].

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].

Core Insights - Semler Scientific reported a GAAP EPS of $5.04 for Q2 2025, significantly exceeding analyst expectations of a loss of $0.22 per share, primarily driven by $83.8 million in unrealized gains from bitcoin holdings [1][5] - The company's healthcare revenue fell to $8.2 million, below the consensus estimate of $8.4 million, marking a 43.3% decline year-over-year [2][6] - The shift towards bitcoin as a primary treasury asset has reshaped Semler's financial profile, with operational improvements in healthcare necessary to stabilize performance [4][13] Financial Performance - Q2 2025 GAAP EPS was $5.04, compared to $0.00 in Q2 2024 [2] - Revenue for Q2 2025 was $8.2 million, down from $14.5 million in Q2 2024 [2] - Net income for Q2 2025 was $66.9 million, a significant increase from $0.01 million in Q2 2024 [2] - Total operating expenses rose 13.2% year-over-year to $10.3 million, with G&A costs more than doubling to $5.1 million [2][6] Business Strategy - Semler has pivoted to bitcoin investing, acquiring 1,444 bitcoins for $149.6 million during the quarter, with total holdings growing to 5,021 bitcoins valued at $586.2 million as of July 31, 2025 [9][10] - The healthcare segment continues to face challenges, with a 43% decline in revenue attributed to reimbursement changes from CMS and high customer concentration risk [6][11] - The company launched CardioVanta to address heart failure and cardiac arrhythmia but has yet to see significant revenue impact from this initiative [7][12] Regulatory and Legal Challenges - Semler is facing ongoing legal costs, including a $29.75 million contingent liability related to a DOJ investigation, which continues to affect financial performance [8][10] - The company is preparing for potential regulatory changes that could impact both its healthcare and cryptocurrency operations [8][16] Future Outlook - Management did not provide specific guidance for future revenue or income, emphasizing continued bitcoin purchases and regulatory efforts for new QuantaFlo indications [15][16] - The company's future performance is highly dependent on external factors, including bitcoin price fluctuations and regulatory developments in healthcare and cryptocurrency [16]

Core Insights - Semler Scientific, Inc. has reported significant progress in its Bitcoin treasury strategy, purchasing approximately $195.4 million of Bitcoin, bringing total holdings to nearly $586.2 million as of July 31, 2025, with unrealized gains exceeding $110.4 million and a BTC yield of 31.3% year-to-date [2][9][10] - The company launched CardioVanta™, a subsidiary focused on healthcare initiatives for early detection of heart failure and cardiac arrhythmia, positioning itself as a dual-engine platform for growth [2][26] - Financial results for Q2 2025 show revenues of $8.2 million, a 43% decrease year-over-year, and a net income of $66.9 million, significantly up from $11 thousand in Q2 2024 [10][11] Bitcoin Treasury Highlights - As of June 30, 2025, Semler Scientific held 4,636 Bitcoins valued at $496.9 million, reflecting a cumulative increase in fair value of $66.9 million [9][10] - The company purchased 1,444 Bitcoins for $149.6 million during Q2 2025 and an additional 385 Bitcoins for $45.8 million through July 31, 2025 [9][10] - Total Bitcoin holdings as of July 31, 2025, reached 5,021 Bitcoins with a fair value of $586.2 million [9][10] Financial Performance - Total operating expenses for Q2 2025 were $10.3 million, compared to $9.1 million in Q2 2024, with a loss from operations of $2.1 million [10][11] - Pre-tax income for Q2 2025 was $80.6 million, influenced by an unrealized gain of $83.8 million from Bitcoin holdings [10][11] - The effective tax rate for Q2 2025 was 17%, compared to 99% in Q2 2024 [10][11] Customer Concentration - The two largest customers accounted for 45% and 31% of Q2 2025 revenues, while the three largest customers in Q2 2024 accounted for 44%, 27%, and 11% of revenues [5][10] Cash Flow and Financing Activities - The company reported a net cash increase of $4.7 million for the period, with significant cash flows from financing activities, including $156.9 million from the issuance of common stock [13][10] - Semler Scientific has entered into a new Controlled Equity OfferingSM Sales Agreement allowing it to issue up to $500 million in common stock [9][10]

Company Overview - Semler Scientific, Inc. is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset [3] - The company is a leader in medical devices and software aimed at combating chronic diseases [3] - Semler Scientific's flagship product, QuantaFlo, is FDA-cleared and provides rapid point-of-care testing for measuring arterial blood flow [3] Financial Reporting - Semler Scientific will report its financial results for the second quarter ended June 30, 2025, on August 4, 2025, after U.S. market close [1] - A live video webinar will be hosted by CEO Doug Murphy-Chutorian at 4:30 pm ET on the same day [1] Strategic Initiatives - The company plans to strategically accumulate Bitcoin using proceeds from equity and debt financings, as well as cash flows from operations [3] - Semler Scientific, along with its subsidiary CardioVanta, develops and markets products for early detection and monitoring of chronic diseases [3]

Bitcoin Holdings - Semler Scientific held 4,449 bitcoins as of June 3, 2025[10, 13] - The total cost of acquiring these bitcoins was $410 million[10] - The total market value of the bitcoin holdings was $472.9 million as of June 3, 2025[10, 21] - Bitcoin gain year-to-date 2025 is $65.3 million, representing a 26.7% yield[24] - Since inception on May 24, 2024, the bitcoin gain is $176.7 million, representing a 205.3% yield[24, 25] Financial Performance - Semler Scientific's revenue for FY2024 was $56.3 million[10, 11] - Revenue for Q1 2025 was $8.8 million[10, 11] - Cash equivalents and restricted cash balance of $9.9 million as of March 31, 2025[11] Funding and Strategy - The company uses operating cash flow, ATM issuances, and convertible bonds to accumulate bitcoins[10] - Approximately $72 million (18%) of bitcoin purchases were funded by operating cash flow[27] - Approximately $249 million (61%) of bitcoin purchases were funded by ATM issuances[27] - Approximately $89 million (21%) of bitcoin purchases were funded by convertible bonds[27, 28] - The remaining ATM authorization is $362 million as of June 3, 2025[28]

Company Overview - Semler Scientific, Inc. 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 aimed at combating chronic diseases [1][3] - The company has announced the formation of CardioVanta, Inc., a wholly-owned subsidiary focused on early detection of heart failure and cardiac arrhythmia monitoring [1][3] Business Model and Strategy - CardioVanta will operate under a high-margin, software-as-a-service (SAAS) business model and will seek external capital to validate its long-term value and fund initial capital needs [1] - The markets for early detection of heart failure and cardiac arrhythmia monitoring are projected to grow substantially, driven by factors such as rising cardiovascular diseases, technological advancements, and an aging population [1] Market Potential - The market for early detection of heart failure and cardiac arrhythmia monitoring is estimated to be in the multibillion-dollar range [1] - Heart failure affects over six million Americans and costs the U.S. healthcare system more than $30 billion annually, highlighting the significant market opportunity [1] Product Offerings - Semler Scientific's flagship product, QuantaFlo, is a patented device cleared by the U.S. Food and Drug Administration (FDA) that provides rapid point-of-care testing for peripheral artery disease [3] - The company will continue to market the QuantoFlo® device while expanding its healthcare business through CardioVanta [1][3] Leadership Vision - The chairman of Semler Scientific emphasized the strategic plan as an opportunity to enhance the company's ability to combat chronic diseases and increase Bitcoin holdings, aiming to drive stockholder value [2] - The CEO highlighted the mission to empower individuals with both monetary freedom through Bitcoin and advanced healthcare solutions [2]

Company Overview - Semler Scientific, Inc. is a healthcare technology company focused on developing and marketing products for the early detection and management of chronic diseases, particularly through its flagship vascular testing device, QuantaFlo [3]. Allegations and Impact - On February 28, 2025, Semler filed its 2024 annual report with the SEC, revealing that the Department of Justice was considering a False Claims Act complaint regarding insurance reimbursement claims related to the QuantaFlo testing device [4]. - Following this disclosure, Semler's stock price dropped by $4.03 per share, representing a decline of 9.4%, closing at $38.89 per share on March 3, 2025 [4]. Legal Investigation - Edelson Lechtzin LLP is investigating potential violations of federal securities laws involving Semler, stemming from allegations of providing potentially misleading business information to investors [1].