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Semler Scientific, Inc. (NASDAQ:SMLR) filed a report Thursday providing supplemental disclosures related to its pending acquisition by Strive, Inc. The filing, made with the U.S. Securities and Exchange Commission, includes additional information about Strive as an exhibit to the report.
As previously announced on September 22, 2025, Semler Scientific and Strive entered into an agreement and plan of merger. The transaction is structured as an all-stock deal, subject to the terms and conditions outlined in the merger agreement.
The report notes that the closing of the proposed transaction is contingent on the satisfaction of certain conditions. It also outlines various risks associated with the merger, including the potential for delays or failure to close, possible legal proceedings, the realization of anticipated benefits, integration challenges, and changes in share price. The filing further mentions the possibility of dilution due to the issuance of additional shares by Strive as part of the transaction.
The supplemental information on Strive is included as Exhibit 99.1 to the filing. Semler Scientific states that this exhibit is incorporated by reference into the report.
Semler Scientific and Strive have each filed or intend to file additional documents with the SEC related to the transaction, including a registration statement and proxy materials for shareholder approval. The companies encourage shareholders to review these documents when they become available.
This article is based on a statement in a press release filed with the SEC.
In other recent news, Semler Scientific has projected a significant revenue decline for the third quarter, estimating revenues between $6.9 million and $7.5 million. The company also disclosed operating expenses ranging from $12.8 million to $13.4 million, including notable non-cash stock compensation and merger-related fees. Semler Scientific reported an unrealized gain of approximately $30.0 million from its Bitcoin holdings, which amounted to 5,048 Bitcoins valued at $575.8 million. Additionally, the company secured a $20 million loan from Coinbase Credit, using Bitcoin as collateral under a master loan agreement.
In merger news, Semler Scientific announced an all-stock acquisition by Strive, Inc., subject to customary closing conditions. Benchmark responded to this acquisition news by lowering its price target for Semler Scientific to $86 while maintaining a Buy rating. The acquisition deal values Semler at a 210% premium to its previous closing price, with each Semler share being exchanged for 21.05 Class A common shares of Strive. These developments highlight significant shifts in Semler Scientific’s financial and strategic landscape.
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