The implied value of Strive’s (NASDAQ: ASST) all-stock acquisition offer for Semler Scientific (NASDAQ: SMLR) plunged approximately 76% between September and December as Semler disclosed the loss of key customers responsible for a majority of its revenue.
Strive, a Bitcoin treasury company, filed an amended registration statement as of Wednesday detailing the value erosion and operational challenges facing Semler Scientific ahead of a January shareholder vote.
Under the amended merger agreement, Semler Scientific shareholders will receive a fixed ratio of 21.05 shares of Strive Class A common stock for each share held.
Based on the closing price of Strive on December 2, the exchange ratio represented approximately $21.68 in value for each Semler Scientific share. This figure dropped from an implied value of $90.52 per share based on prices from September 19, the last trading day before the initial public announcement.
At that time, the offer represented a 210% premium to Semler Scientific’s closing price.
Market commentary from Architect Partners following the initial announcement noted that Semler Scientific traded at a discount to its net asset value, while Strive traded at a premium. Architect Partners observed skepticism in the market regarding the spread between the offer price and Semler Scientific’s trading price immediately following the announcement.
The Wednesday filing warns that Semler Scientific’s medical hardware revenue faces a steep decline. The filing notes that two significant customers, representing more than 60% of Semler Scientific revenue in the third quarter of 2025, ceased orders from the company. Consequently, Semler Scientific anticipates that fourth-quarter revenue will be at least 60% lower than third-quarter figures.
Semler Scientific recorded net income of $16.9 million for the third quarter, up from $5.6 million in the prior year period. This increase resulted primarily from a $30 million unrealized gain in the fair value of its Bitcoin holdings.
The combined entity plans to hold 12,573 bitcoin in reserve. Strive held approximately 7,525 Bitcoin as of November 30, while Semler Scientific held 5,048 Bitcoin.
The merger remains subject to approval by Semler Scientific stockholders and customary regulatory closing conditions. Strive stockholders have approved the share issuance via written consent following the execution of the merger agreement.
