Amendment: SEC Form SCHEDULE 13D/A filed by Semler Scientific Inc.
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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SEMLER SCIENTIFIC, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
81684M104 (CUSIP Number) |
Marianne C. Sarrazin, Esq. Goodwin Procter LLP, 525 Market, 32nd Floor San Francisco, CA, 94105 (415) 733-6134 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/16/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 81684M104 |
| 1 |
Name of reporting person
ERIC SEMLER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 81684M104 |
| 1 |
Name of reporting person
TCS CAPITAL ADVISORS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 81684M104 |
| 1 |
Name of reporting person
TCS CAPITAL MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
SEMLER SCIENTIFIC, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
51 E Campbell Ave, Suite 107-D, Campbell,
CALIFORNIA
, 95008. |
| Item 4. | Purpose of Transaction |
Item 4. is hereby amended to add the following:
On January 16, 2026, (the "Effective Time"), Semler Scientific, Inc. ("Semler Scientific") completed the transactions contemplated by the Agreement and Plan of Merger dated September 22, 2025, as amended by that certain amendment, dated as of December 3, 2025 (the "Merger Agreement"), by and among Semler Scientific, Strive, Inc. ("Strive"), and Strive Merger Sub, Inc., a wholly owned subsidiary of Strive ("Merger Sub"), pursuant to which, among other matters, Merger Sub merged with and into Semler Scientific effective as of January 16, 2026, with Semler Scientific surviving such merger as a direct, wholly owned subsidiary of Strive (the "Merger").
At the Effective Time, each share of Semler Scientific's common stock that was issued and outstanding immediately prior to the Effective Time (except for treasury stock or shares owned by Semler Scientific or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) was converted into the right to receive 21.05 shares of Strive's Class A Common Stock, plus cash in lieu of fractional shares. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
99.1 Joint Filing Agreement by and among TCS Capital Advisors, LLC, TCS Capital Management, LLC and Eric Semler, dated January 16, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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