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Key Takeaway: Strive, Inc. (Nasdaq: ASST) and Semler Scientific, Inc. (Nasdaq: SMLR) Announce Bitcoin Treasury Merger in All-Stock Transaction DALLAS, TX and CAMPBELL, CA September 22, 2025 /PRNewswire/ - Strive, Inc. ("Strive") entered into a definitive agreement to acquire Semler Scientif

Full Press Release Details

Strive, Inc. (Nasdaq: ASST) and Semler
Scientific, Inc. (Nasdaq: SMLR) Announce Bitcoin Treasury Merger in All-Stock Transaction
DALLAS, TX and CAMPBELL, CA September 22,
2025 /PRNewswire/ - Strive, Inc. ("Strive") entered into a definitive agreement to acquire Semler Scientific, Inc.
("Semler Scientific") in an all-stock transaction. In addition, Strive announced the purchase of 5,816 Bitcoin to its
corporate treasury at an average price of $116,047 per Bitcoin, for a total purchase price of $675,000,000, inclusive of fees and expenses,
bringing Strive's total Bitcoin holdings to 5,886.
Transaction details:
"We are proud to announce this exciting strategic merger combining
two pioneering Bitcoin treasury companies to form a scaled, innovative and accretive Bitcoin acquisition platform," said Matt Cole,
Chairman & CEO of Strive. "This merger cements Strive's position as a top Bitcoin treasury company, and we believe
our alpha-seeking strategies and capital structure position us to outperform Bitcoin over the long run. This transaction showcases how
we can grow Bitcoin holdings and Bitcoin per share at an unmatched pace in the industry to drive equity value accretion."
"We believe this merger creates significant value for our stockholders
by delivering a substantial premium and direct participation in one of the most innovative Bitcoin strategies in the public markets,"
said Eric Semler, Executive Chairman of Semler Scientific. "Just as importantly, this merger can drive shareholder value by expanding
our medical diagnostics business into a robust preventative care and wellness platform focused on early detection of chronic disease.
This dual-pronged strategy fuels both financial strength and mission-driven growth opportunities for our stakeholders."
The transaction has been unanimously approved by the boards of directors
of Strive and Semler Scientific. Closing of the transaction is subject to the satisfaction of customary closing conditions.
Davis Polk & Wardwell LLP is serving as legal counsel to Strive
in connection with the transaction and Goodwin Procter LLP is serving as legal counsel to Semler Scientific in connection with the transaction.
Cantor Fitzgerald, L.P. is serving as financial advisor to Strive in
connection with the transaction and LionTree Advisors LLC is serving as financial advisor to Semler Scientific in connection with the
About Strive, Inc. (Nasdaq:
Strive is the first publicly traded asset management Bitcoin treasury company. Strive is focused on increasing Bitcoin
per share to outperform Bitcoin over the long run. Strive currently holds 5,886 Bitcoin.
Since launching its first ETF in August 2022, Strive Asset Management,
LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, has grown to manage over $2 billion in assets.
Learn more at strive.com and follow the company on X at @strive.
About Semler Scientific, Inc.
Semler Scientific, Inc. is the second U.S. public company to adopt Bitcoin as its primary treasury reserve
asset and is a leader in medical devices and software to combat chronic diseases. By using proceeds from equity and debt financings,
as well as cash flows from operations, Semler Scientific intends to strategically accumulate Bitcoin. In addition, through its healthcare
businesses, Semler Scientific and its wholly-owned subsidiary, CardioVanta, Inc. develop and market products and services for early
detection and monitoring of chronic diseases. Semler Scientific's flagship product, QuantaFlo, which is patented and cleared by the U.S.
Food and Drug Administration (FDA), provides rapid point-of-care testing to measure arterial blood flow in the extremities. The QuantaFlo
test aids in the diagnosis of peripheral arterial disease. Additional information about Semler Scientific can be found at www.semlerscientific.com.
Semler Scientific intends to use its Bitcoin dashboard and its Investor
Relations website as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation
FD. Accordingly, investors should monitor Semler Scientific's Bitcoin dashboard and Investor Relations website, in addition to following
Semler Scientific's press releases, SEC filings, public conference calls, presentations, and webcasts.
Strive Media Contact:
Strive Investor Contact:
Semler Scientific Investor Contact:
Chief Financial Officer
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the documents incorporated
herein by reference may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 175 promulgated
thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 3b-6
promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include,
but are not limited to, statements regarding the outlook and expectations of Strive and Semler Scientific, respectively, with respect
to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact
of the proposed transaction on the combined company's future financial performance, the timing of the closing of the proposed transaction,
and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified
words (and their derivatives) such as "may," "will," "anticipate," "could," "should,"
"would," "believe," "contemplate," "expect," "estimate," "continue," "plan,"
"project," "predict," "potential," "assume," "forecast," "target," "budget,"
"outlook," "trend," "guidance," "objective," "goal," "strategy," "opportunity,"
and "intend," as well as words of similar meaning or other statements concerning opinions or judgment of Strive, Semler Scientific
or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are
made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood
and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such
forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following:
These factors are not necessarily all of the factors
that could cause Strive's, Semler Scientific's or the combined company's actual results, performance or achievements to differ
materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable
factors, also could harm Strive, Semler Scientific or the combined company's results.
Although each of Strive and Semler Scientific
believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its
existing knowledge of its business and operations, there can be no assurance that actual results of Strive or Semler Scientific will not
differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors
that could cause results to differ materially from those described above can be found in Strive's current report on Form 8-K
filed with the Securities and Exchange Commission (the SEC) on September 12, 2025 (including the documents incorporated by reference
therein), Semler Scientific's most recent annual report on Form 10-K for the fiscal year ended December 31,
2024 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive and Semler Scientific with the SEC.
The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to
or effects on Strive, Semler Scientific or their respective businesses or operations. Investors are cautioned not to rely too heavily
on any such forward-looking statements. Forward-looking statements speak only as of the date they are made and Strive and Semler
Scientific undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent required by applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction, Strive
intends to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the
Class A common stock to be issued by Strive in connection with the proposed transaction and that will include an information statement
of Strive, proxy statement of Semler Scientific and a prospectus of Strive (the "Information Statement/Proxy Statement/Prospectus"),
and each of Strive and Semler Scientific may file with the SEC other relevant documents concerning the proposed transaction. A definitive
Information Statement/Proxy Statement/Prospectus will be sent to the stockholders of Semler Scientific to seek their approval of the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF SEMLER SCIENTIFIC ARE URGED TO
READ THE REGISTRATION STATEMENT AND INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT STRIVE, SEMLER SCIENTIFIC AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
A copy of the Registration Statement, Information
Statement/Proxy Statement/Prospectus, as well as other filings containing information about Strive and Semler Scientific, may be obtained,
free of charge, at the SEC's website (http://www.sec.gov). You will also be able to obtain these documents, when they are filed,
free of charge, from Strive by accessing Strive's website at https://investors.strive.com/. Copies of the Registration Statement,
the Information Statement/Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also
be obtained, without charge, by directing a request to Strive by directing a request to Strive's Investor Relations department at 200
Last updated: Sep 15, 2025