Semler Scientific, Inc. 8-K

What Happened
Semler Scientific, Inc. (SMLR) filed an 8-K reporting that at a special meeting of stockholders on January 13, 2026, holders approved the Agreement and Plan of Merger with Strive, Inc. (the Merger Agreement, dated Sept. 22, 2025, as amended Dec. 3, 2025). As of the record date (Nov. 19, 2025) there were 15,285,092 shares outstanding; 9,409,336 shares (61.6%) were represented at the meeting, constituting a quorum.

Key Details

• Merger Proposal (Proposal 1) approved: For 8,732,675 | Against 633,524 | Abstentions 43,137.
• Advisory Compensation Proposal (Proposal 2) approved: For 5,733,052 | Against 3,469,890 | Abstentions 206,391.
• Adjournment Proposal (Proposal 3) was not voted because the Merger Proposal already had sufficient votes.
• Filing includes standard forward-looking statement cautions and risk factors, and was signed by CEO Douglas Murphy‑Chutorian on Jan. 13, 2026.

Why It Matters
The shareholder approval clears a key shareholder vote necessary to move the merger with Strive toward closing, but closing still depends on satisfying the Merger Agreement’s closing conditions. The filing highlights material risks investors should note, including volatility in Bitcoin (Semler’s stated treasury strategy), potential integration challenges, possible dilution from Strive issuing additional Class A shares, timing or failure to close, and legal or regulatory uncertainties. Investors should review the S-4 and related filings for full transaction terms and risk disclosures.