Semler Scientific, Inc. 8-K

What Happened
Semler Scientific announced that the merger with Strive closed effective January 16, 2026, resulting in a change in control: Semler ceased to exist as a separate public company and is now a wholly owned subsidiary of Strive. Concurrent with the merger, Semler, Strive and the trustee entered into a supplemental indenture amending the terms of Semler’s $100.0 million aggregate principal amount of 4.25% Convertible Senior Notes due 2030 (the Notes), including a guarantee by Strive and conversion mechanics tied to Strive’s Class A common stock. Semler also terminated its Controlled Equity OfferingSM Sales Agreement and notified Nasdaq to suspend trading and delist Semler common stock (expected prior to market open on January 20, 2026) and intends to file for deregistration.

Key Details

• Merger effective date: January 16, 2026; Semler became a wholly owned subsidiary of Strive.
• Notes outstanding: $100.0 million principal; interest 4.25% per year, payable semiannually; maturity August 1, 2030.
• Conversion and guarantee: Supplemental Indenture converts holders’ conversion right into an entitlement to Strive Class A common stock; Strive guarantees the Notes. Adjusted initial conversion rate noted as 275.3887 shares of Strive Common Stock per $1,000 of Notes; the filing also reports an initial maximum conversion rate of 344.2348 shares per $1,000 (34,423,480 shares initially issuable at the maximum rate).
• Nasdaq/deregistration steps: Semler requested suspension of trading and delisting (expected Jan 20, 2026) and will seek deregistration under the Exchange Act (Forms 25 and 15).
• Governance/officers: Several Semler directors and an officer stepped down at the Effective Time; Matthew Cole became a director and, along with Brian Logan Beirne, an officer. Semler’s charter and bylaws were amended and restated to Merger Sub forms.

Why It Matters
For investors, the merger and related actions change how value is represented and traded: Semler common stock will be delisted and deregistered, reducing public liquidity and reporting obligations for the company. Holders of the convertible notes now have conversion rights tied to Strive common stock (and the notes are guaranteed by Strive), so note‑holders’ potential equity exposure is to Strive rather than Semler. The termination of the sales agreement ends Semler’s ability to sell additional shares under that ATM program. Finally, the change in control and new board/officer lineup reflect a shift in governance and corporate direction following the merger.