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Semler Scientific, Inc. (NASDAQ:SMLR) announced Monday that it has filed a supplemental disclosure related to its pending merger with Strive, Inc. The filing, made through a Form 8-K with the Securities and Exchange Commission, provides additional information about Strive as part of the ongoing all-stock transaction.
The merger agreement between Semler Scientific and Strive was initially disclosed on September 22, 2025. Under the terms of the agreement, Strive will acquire Semler Scientific in an all-stock deal, subject to customary closing conditions.
The supplemental information regarding Strive is included as Exhibit 99.1 in the current report. According to the press release statement, the transaction remains subject to approval by Semler Scientific shareholders and the satisfaction of other conditions outlined in the merger agreement.
The filing also includes a cautionary statement outlining potential risks related to the merger, such as the possibility of the transaction not closing as expected, potential legal proceedings, integration challenges, and dilution from the issuance of additional Strive shares. It further notes the potential for changes in share price and possible adverse reactions from customers or employees as a result of the proposed transaction.
Both companies have filed or intend to file additional documentation with the SEC, including a registration statement on Form S-4 and a proxy statement/prospectus, to provide further details to shareholders in connection with the merger.
Semler Scientific’s common stock continues to trade on The Nasdaq Stock Market under the symbol SMLR. The information in this article is based on a press release statement and the company’s SEC filing.
In other recent news, Semler Scientific has released preliminary unaudited financial results for the third quarter of 2025. The company expects revenues between $6.9 million and $7.5 million, while operating expenses are estimated to be between $12.8 million and $13.4 million. In addition, Semler Scientific reported an unrealized gain of approximately $30 million from the change in fair value of its Bitcoin holdings, with a total of 5,048 Bitcoins valued at $575.8 million as of September 30, 2025. The company also secured a $20 million loan from Coinbase Credit, using Bitcoin as collateral. Semler Scientific is in the process of being acquired by Strive, Inc. in an all-stock transaction, which is subject to customary closing conditions. The company has filed supplemental disclosures with the U.S. Securities and Exchange Commission regarding this merger. Meanwhile, Benchmark has lowered its price target for Semler Scientific to $86, maintaining a Buy rating on the stock. These developments highlight significant financial and strategic moves by the company.
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