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]

Funding & Capital Allocation - Strategy 公司以每股 90 美元的价格定价了 2801 万股 Variable Rate Series A Perpetual Preferred Stock（STRC）[1] - 预计募集约 24.74 亿美元（net proceeds）[1] - 募集资金将用于一般公司用途（general corporate purposes）[1] Timeline - 预计结算日期为 7 月 29 日 [1]