Strive, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Strive, Inc. on January 5, 2026, covering events as of December 31, 2025. The Company is a Nevada corporation with principal executive offices in Dallas, Texas. The filing provides preliminary unaudited financial information regarding the Company's Bitcoin treasury strategy and capital structure. The Company is currently engaged in a proposed merger transaction with Semler Scientific, Inc.
Key Financial Metrics and Capital Structure
As of December 31, 2025, the Company reported the following preliminary unaudited figures:
- Cash and Cash Equivalents: $67.6 million.
- Bitcoin Holdings: 7,626.8 bitcoin with an average acquisition cost of $113,153 per bitcoin.
- Q4 2025 Bitcoin Acquisitions: 1,741.2 bitcoin acquired at an average cost of $103,346 per bitcoin.
- Funding Sources: Proceeds from warrant exercises, Class A common stock issuances, and Variable Rate Series A Perpetual Preferred Stock (SATA Stock) issuances.
- Outstanding Equity (as of Dec 31, 2025):
- Class A Common Stock: 698,734,905 shares.
- Class B Common Stock: 195,530,808 shares.
- Warrants to purchase Class A Common Stock: 531,888,702.
- Pre-funded warrants: 1,072,289.
- SATA Stock: 2,012,729 shares (Current dividend rate: 12.25% payable monthly).
The filing does not provide specific values for revenue, net profit, operating margins, or total debt obligations for the period.
Material Changes and Unusual Items
The primary material change reported is the significant accumulation of Bitcoin during the three months ended December 31, 2025, funded through equity and preferred stock issuances. The Company notes that its financial closing procedures for the year ended December 31, 2025, are not yet complete. Consequently, the financial data presented are estimates and subject to change upon completion of the annual audit.
Outlook, Risks, and Management Commentary
Management highlights a proposed transaction to acquire Semler Scientific, Inc. The filing includes extensive forward-looking statements regarding the strategic and financial benefits of this merger. Key risks identified include:
- Bitcoin Volatility: Risks associated with the Company's Bitcoin treasury strategy and the value of its digital asset holdings.
- Transaction Uncertainty: The possibility that the proposed merger with Semler Scientific may not close, may be delayed, or may be terminated.
- Integration Risks: Challenges in integrating the two businesses and realizing anticipated cost savings.
- Dilution: Potential dilution to shareholders from the issuance of additional Class A common stock in connection with the transaction.
- Management Distraction: Diversion of management attention from ongoing operations due to the merger process.
Investors are directed to the Form S-4 filed on December 3, 2025, for detailed information regarding the proposed transaction.
Investor Verification Checklist
- Verify the final audited financial statements for the year ended December 31, 2025, once available, to confirm the preliminary cash and Bitcoin figures.
- Review the definitive Information Statement/Proxy Statement/Prospectus regarding the proposed merger with Semler Scientific.
- Monitor the status of the 12.25% dividend payments on the SATA Stock and any changes to the dividend rate.
- Assess the current market price of Bitcoin relative to the Company's average acquisition cost of $113,153 to evaluate unrealized gains or losses.
- Check for any updates on the conditions precedent required to close the Semler Scientific transaction.