Semler Scientific Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 13, 2026

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SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (877) 774-4211

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 13, 2026, Semler Scientific, Inc., or Semler Scientific, held a special meeting of stockholders to consider and vote on the proposals set forth below, each of which is described in greater detail in its definitive proxy statement filed with the Securities and Exchange Commission on December 5, 2025.

As of the close of business on November 19, 2025, the record date for the special meeting, there were 15,285,092 issued and outstanding shares of Semler Scientific common stock, par value $0.001 per share, entitled to vote at the special meeting. Holders of a total of 9,409,336 shares of Semler Scientific common stock, representing 61.6% of the shares entitled to vote at the special meeting, were represented in person or by proxy at the special meeting, constituting a quorum. The final results for the votes regarding each proposal are set forth below.

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Proposal 1 - The Merger Proposal

Proposal 1 was to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of September 22, 2025 (as amended by that certain amendment, dated as of December 3, 2025), or the Merger Agreement, by and between Semler Scientific and Strive, Inc., or Strive, or the Merger Proposal.

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The results with respect to the Merger Proposal are set forth below and the proposal was approved:

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Proposal 2 - The Compensation Proposal

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Proposal 2 was to consider and vote on an advisory basis, the compensation that may be paid or become payable to Semler Scientific’s named executive officers that arises from or otherwise relates to the merger, or the Compensation Proposal.

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The results with respect to the Compensation Proposal are set forth below and the proposal was approved:

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Proposal 3 - The Adjournment Proposal

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Proposal 3 was to consider and vote, to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Proposal. This proposal was not voted on at the special meeting because there were sufficient votes to then approve the Merger Proposal.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein 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, or the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express or implied 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 judgments of Strive, Semler Scientific and/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:

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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 the 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 Form S-4 filed on December 3, 2025 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 contained herein 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.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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