Strive, Inc. 8-K

What Happened
On January 21, 2026, Strive, Inc. (ASST) announced plans to conduct a public follow‑on offering of up to $150 million of its Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”), subject to market and other conditions. The company says it intends to use the net proceeds, together with cash on hand and potentially cash from terminating existing capped call transactions related to the outstanding 4.250% Convertible Senior Notes due 2030 issued by its wholly owned subsidiary Semler Scientific, to (i) redeem, repurchase or repay all or part of those Semler Convertible Notes and Semler Scientific’s borrowings under its master loan agreement with Coinbase Credit Inc., (ii) acquire bitcoin and bitcoin‑related products, and (iii) for working capital and general corporate purposes. Strive is also negotiating separate exchanges with certain Semler Convertible Note holders to swap some or all of those notes for SATA Stock; such exchanges would not provide cash to the company and could reduce the size of the public offering. The offering is not conditioned on any exchange transactions.

Key Details

• Offering announced: up to $150 million of Variable Rate Series A Perpetual Preferred Stock (SATA), announced Jan 21, 2026.
• Targeted use of proceeds: repay/repurchase Semler Scientific’s 4.250% Convertible Senior Notes due 2030 and borrowings under its Coinbase Credit Inc. master loan agreement; buy bitcoin/bitcoin‑related products; working capital.
• Potential note exchanges: Strive is negotiating to exchange some Semler Convertible Notes for SATA shares (no cash to Strive); any exchanges would rely on a Section 4(a)(2) exemption and are separate from the public offering.
• Offering is subject to market and other conditions; the 8‑K and press release are not an offer to sell securities.

Why It Matters
This move signals Strive’s plan to address Semler Scientific’s outstanding convertible debt and related borrowings, which could reduce cash‑interest and principal obligations if repaid or converted. Issuing preferred stock and acquiring bitcoin could change the company’s capital mix and increase its crypto exposure. For investors, the key points are potential dilution from a preferred offering, possible reduction in convertible debt if exchanges or redemptions occur, and that the financing and any exchanges remain subject to market conditions and negotiation — outcomes are not guaranteed.