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Semler Scientific, Inc. (NASDAQ:SMLR), currently valued at $494.54 million with an impressive 90.84% gross profit margin, reported Monday that it has entered into an Agreement and Plan of Merger with Strive, Inc. The stock has shown strong momentum with a 17.99% gain over the past week. Under the terms of the agreement, Semler Scientific will be acquired by Strive in an all-stock transaction, subject to customary closing conditions outlined in the merger agreement.
This announcement follows the agreement reached between the two companies on Sunday. According to InvestingPro analysis, Semler maintains a "GOOD" financial health score of 2.77, making it an attractive merger target. Semler Scientific filed a current report on Form 8-K to provide supplemental information regarding Strive and unaudited pro forma combined consolidated financial information as of and at June 30, 2025 and December 31, 2024.
The transaction remains subject to closing conditions, including approval by Semler Scientific stockholders and regulatory review. The company highlighted potential risks related to the completion and timing of the transaction, integration of the businesses, changes in share prices, and other factors. These risks were disclosed as part of the company’s cautionary statements regarding forward-looking information. InvestingPro subscribers can access detailed analysis and 12 additional ProTips about Semler’s financial outlook, including important insights about expected sales decline and profitability forecasts.
Strive intends to file a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) to register the Class A common stock to be issued as part of the merger. Semler Scientific stockholders will receive an information statement and proxy statement/prospectus in connection with the proposed transaction.
The supplemental disclosures and pro forma financial information referenced in the filing are available as exhibits to the 8-K. The companies stated that additional details regarding the interests of directors, executive officers, and other participants in the solicitation will be included in future filings.
This report is based on a press release statement and the company’s filing with the SEC.
In other recent news, Semler Scientific reported a significant earnings beat for Q2 2025, with earnings per share of $5.04, far exceeding the forecast of -$0.22. The company’s revenue also surpassed expectations, reaching $8.22 million compared to the projected $8.1 million. In a notable development, Semler Scientific announced an agreement to be acquired by Strive, Inc. in an all-stock transaction, valuing Semler at a 210% premium to its previous closing price. This acquisition will see each Semler share exchanged for 21.05 Class A common shares of Strive. Following the acquisition news, Benchmark adjusted its price target for Semler to $86, while maintaining a Buy rating. In other updates, Cantor Fitzgerald reiterated its Overweight rating on Semler Scientific, slightly lowering its price target to $60.00, citing Bitcoin’s recent price decline. Additionally, at the company’s annual shareholder meeting, William H.C. Chang was elected as a Class I director, with shareholders approving a share increase but rejecting a preferred stock proposal. These developments highlight a period of significant activity and change for Semler Scientific.
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