Semler Scientific Inc SEC Filings

Semler Scientific, Inc. shareholder Weiss Asset Management LP reported beneficial ownership of 801,086 shares of common stock, representing 5.2% of the class. This percentage is based on 15,285,092 shares outstanding as of November 19, 2025, as reported in the issuer’s Schedule 14A.

Weiss Asset Management, GP LLC, and Andrew M. Weiss report shared voting and dispositive power over 801,086 shares, with no sole voting or dispositive power. They state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Semler Scientific.

Semler Scientific, Inc. reports that it has been acquired by Strive, Inc., with Semler becoming a wholly owned subsidiary through a completed merger. Each share of Semler common stock outstanding immediately before the merger was converted into the right to receive 21.05 shares of Strive Class A common stock, with cash paid instead of fractional shares. Semler’s $100 million 4.25% Convertible Senior Notes due August 1, 2030 now convert into Strive Class A common stock under a supplemental indenture, with an initial adjusted conversion rate of 275.3887 shares per $1,000 principal amount and an initial maximum conversion rate of 344.2348 shares, making 34,423,480 Strive shares initially issuable. Strive guarantees the notes, which remain senior unsecured obligations of Semler. Semler terminated its at-the-market equity Sales Agreement and plans to delist its common stock from Nasdaq and deregister it, following a change in control and replacement of the prior board and officers with Strive designees.

Semler Scientific director Eric Semler reported the automatic disposition of his Semler Scientific common stock and stock options due to the completion of the merger with Strive, Inc. On January 16, 2026, Merger Sub merged into Semler Scientific, which became a wholly owned subsidiary of Strive.

Each share of Semler Scientific common stock outstanding immediately before the effective time was converted into the right to receive 21.05 shares of Strive Class A common stock, plus cash instead of fractional Strive shares, under the Merger Agreement. The filing shows 636,346 shares of common stock held directly and 77,771 shares held indirectly through TCS Capital Advisors, LLC, all disposed of in this conversion.

Each outstanding Semler Scientific stock option, whether vested or unvested, was converted at the effective time into an option to purchase Strive Class A common stock, with the number of underlying Strive shares determined by the same 21.05 exchange ratio and the exercise price adjusted by dividing the prior Semler exercise price by that ratio.

Semler Scientific CEO Douglas Murphy-Chutorian reported the conversion of his Semler equity in connection with the company’s merger into Strive, Inc. On January 16, 2026, an indirect holding of 241,303 shares of Semler common stock, held through a family trust where he and his spouse share voting and investment power, was disposed of and converted under the merger terms.

On the same date, multiple Semler stock options to purchase common stock, with exercise prices ranging from $1.72 to $58.94, were also reported as disposed of, leaving zero Semler options beneficially owned afterward. Under the Agreement and Plan of Merger, each Semler common share outstanding immediately before the effective time was converted into the right to receive Strive Class A common stock at a fixed exchange ratio of 21.05 Strive shares per Semler share, plus cash in lieu of fractional shares, and each Semler stock option was converted into a corresponding option over Strive Class A common stock on adjusted terms.