Strive, Inc. Files 8-K Detailing Multiple Material Events

TL;DR

Strive, Inc. dropped an 8-K detailing asset deals, financing changes, and exec shifts. Big moves happening.

AI Summary

Strive, Inc. filed an 8-K on September 12, 2025, reporting several material events. These include entering into and terminating definitive agreements, completing an acquisition or disposition of assets, and triggering events that accelerate financial obligations. The filing also covers unregistered sales of equity securities, modifications to security holder rights, changes in control, and changes in officers and directors. Additionally, it addresses amendments to the company's articles of incorporation or bylaws, changes in fiscal year, and amendments to its code of ethics.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in Strive, Inc.'s structure, financial obligations, and governance, which could impact its business operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing covers a broad range of material events including acquisitions, changes in control, and financial obligations, which inherently carry medium risk due to their potential impact on the company's stability and future performance.

Key Players & Entities

• Strive, Inc. (company) — Registrant
• Asset Entities Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share ASST The Nasdaq
• $50.0 million — ed aggregate offering price of at least $50.0 million. Depending on certain conditions, the C
• $750 million — ggregate consideration of approximately $750 million. Pre-Funded Warrants Each Pre-Funded
• $0.0001 — Warrant issued has an exercise price of $0.0001 per share, is exercisable immediately a
• $1.35 — Warrant issued has an exercise price of $1.35 per share, will be exercisable immediat

Filing Documents

• ea0257129-8k_strive.htm (8-K) — 99KB
• ea025712901ex3-1_strive.htm (EX-3.1) — 122KB
• ea025712901ex3-2_strive.htm (EX-3.2) — 77KB
• ea025712901ex4-1_strive.htm (EX-4.1) — 74KB
• ea025712901ex4-2_strive.htm (EX-4.2) — 182KB
• ea025712901ex4-3_strive.htm (EX-4.3) — 53KB
• ea025712901ex4-4_strive.htm (EX-4.4) — 100KB
• ea025712901ex4-5_strive.htm (EX-4.5) — 99KB
• ea025712901ex10-1_strive.htm (EX-10.1) — 6KB
• ea025712901ex10-2_strive.htm (EX-10.2) — 89KB
• ea025712901ex10-3_strive.htm (EX-10.3) — 66KB
• ea025712901ex10-4_strive.htm (EX-10.4) — 66KB
• ea025712901ex99-1_strive.htm (EX-99.1) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-25-087278.txt ( ) — 1464KB
• asst-20250908_lab.xml (EX-101.LAB) — 33KB
• asst-20250908_pre.xml (EX-101.PRE) — 22KB
• asst-20250908.xsd (EX-101.SCH) — 3KB
• ea0257129-8k_strive_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement Shareholders Agreement On September 12, 2025 (the "Closing Date"), the Company entered into a shareholders agreement with Vivek Ramaswamy, together with an affiliated trust managed by a third-party trustee and investment advisor, Matthew Cole, 2025-10 Investments LLC (controlled by Benjamin Pham), Logan Beirne and Anson Frericks (the "Controlling Shareholders" and such agreement, the "Shareholders Agreement"). Pursuant to the Shareholders Agreement, the Controlling Shareholders will have certain rights so long as they beneficially own outstanding shares of the Company's Class B Common Stock, $0.001 par value per share (the "New Class B Common Stock") and Class A Common Stock, $0.001 par value per share (the "New Class A Common Stock" and, together with the New Class B Common Stock, the "New Common Stock") representing at least 50% of the voting power of the New Common Stock then outstanding. Pursuant to the terms of the Shareholders Agreement, the Controlling Shareholders will have the right, but not the obligation, to nominate a number of designees to the Company's Board of Directors (the "Board") equal to the greater of four designees and a majority of the Board. If at any time the number of such designees to the Company's Board who are members of the Board is fewer than the total number of designees the Controlling Shareholders are entitled to nominate, the Controlling Shareholders will have the right, at any time, to nominate such additional designees to which they are entitled, in which case the Company will take all necessary action to (i) increase the size of the Board in order to enable the Controlling Shareholders to nominate such additional designees, and (ii) appoint such additional designees nominated by the Controlling Shareholders to such newly created directorships. In addition, the Company has agreed that, as long as the Controlling Shareholders beneficially own shares of New Common Stock repr

02 Termination

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, the Company entered into a Sales Agreement, dated as of September 27, 2024 (the "Sales Agreement"), between the Company and A.G.P./Alliance Global Partners (the "Sales Agent"), relating to the issuance and sale of shares of the Company's Existing Class B Common Stock, from time to time through or to the Sales Agent, acting as sales agent or principal, subject to the terms and conditions of the Sales Agreement, in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act. A description of the Sales Agreement was disclosed in the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2024. On September 8, 2025 (the "Effective Date"), the Company entered into a Notice of Termination (the "Notice of Termination") with the Sales Agent terminating the Sales Agreement as of the Effective Date in connection with the Company's proposed business combination with Strive. Certain provisions relating to expenses, governing law, jurisdiction, and indemnification survive solely with respect to the Sales Agreement. No termination penalties are payable by either party. A copy of the Notice of Termination is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference, and the foregoing description of the Notice of Termination is qualified in its entirety by reference thereto.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The Introductory Note and Item 5.01 of this Current Report are incorporated herein by reference.

04

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation. The information set forth in the Introductory Note and under Item 2.01 to this Current Report is incorporated by reference into this Item 2.04.

02

Item 3.02 Unregistered Sales of Equity Securities. On the Closing Date, in connection with the Merger and as part of the previously disclosed consideration for the Merger as provided for in the Merger Agreement, the Company issued to certain Strive equity holders 154,452,010 shares of New Class B Common Stock as Merger Consideration, in reliance on the exemption from registration requirements of the Securities Act provided by Section 4(a)(2) thereof.

03

Item 3.03 Material Modification to Rights of Security Holders. Pursuant to the Merger Agreement, the Company has amended and restated its Articles of Incorporation in their entirety (the "A&R Articles of Incorporation"), which, among other things, (x) redesignated the Company's previous Class A common stock, $0.0001 par value per share (the "Existing Class A Common Stock") as New Class B Common Stock (which continues to be high vote stock) and redesignated the Company's Class B common stock, $0.0001 par value per share (the "Existing Class B Common Stock" and, together with the Existing Class A Common Stock, the "Existing Common Stock") as New Class A Common Stock (which continues to be low vote stock) and (y) changed the name of the Company to "Strive, Inc." The A&R Articles of Incorporation are attached as Exhibit 3.1 hereto and are incorporated herein by reference. Additionally, pursuant to the Merger Agreement, the Company amended and restated the bylaws of the Company (the "A&R Bylaws"). The A&R Bylaws are attached as Exhibit 3.2 hereto and are incorporated herein by reference. The affirmative vote of holders of at least a majority of the voting power of the Company's outstanding New Common Stock will generally be required to amend the A&R Articles of Incorporation, other than certain provisions that, after the Sunset Date (as such term is defined in the A&R Articles of Incorporation, may be amended only by the affirmative vote of holders of at least 66 2/3% of the voting power of its outstanding shares of voting stock, voting together as a single class. The A&R Articles of Incorporation and A&R Bylaws provide, among other things, (i) for a restriction on acquiring more than a 20% ownership interest in the Company and (ii) that from and after the Sunset Date (as such term is defined in the A&R Articles of Incorporation), the Company will be governed by Nevada's "combinations with interested stockholders" statutes (Nevada Revised Statutes 78.411 through 78.

01

Item 5.01 Changes in Control of Registrant. The information set forth in the Introductory Note and Items 1.01 and 5.02 of this Current Report is incorporated herein by reference. Pursuant to the Merger Agreement, at the Effective Time, each share of capital stock of Strive converted into the right to receive a number of shares of the Company Consideration Stock equal to the Exchange Ratio plus cash in lieu of fractional shares as specified in the Merger Agreement. The "Company Consideration Stock" is the New Class B Common Stock. The "Exchange Ratio" was calculated so that each holder of Strive capital stock received, in respect of each share of capital stock of Strive, a number of shares of Company Consideration Stock equal to the quotient obtained by dividing (a) the Aggregate Merger Consideration Share Number (as defined in the Merger Agreement) by (b) the aggregate number of shares of Strive common stock issued and outstanding as of immediately prior to the Effective Time (for purposes of this clause (b), assuming the conversion of all Strive preferred stock and including shares of Strive common stock subject to restricted stock units that settle in shares of Strive common stock ("Strive RSUs") that have vested but not settled or restricted stock awards that settle in shares of Strive common stock ("Strive RSAs") that have vested but not settled). As a result of the Merger, and before giving effect to the PIPE or certain exchanges pursuant to which the Company issued New Class A Common Stock to investors in exchange for Bitcoin (as described in the Company's Current Report on Form 8-K filed on August 28, 2025) (the "351 Exchange"), the Merger resulted in Strive securityholders holding 94.2% of the Pro Forma Share Total (as defined in the Merger Agreement). Accordingly, the Merger resulted in a change in control of the Company. In connection with the closing of the Merger, the Company entered into the Shareholders Agreement with the Controlling Shareholders

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement. Following completion of the Merger and as contemplated by the Merger Agreement, (i) Michael Gaubert (pursuant to a written notice given to the Company on September 10, 2025), Kyle Fairbanks, Richard A. Burton, John A. Jack II, Scott K. McDonald and David Reynolds resigned as directors of the Company on September 12, 2025, (ii) Arshia Sarkhani, Chief Executive Officer and President, Matthew Krueger, Chief Financial Officer, Treasurer and Secretary, Arman Sarkhani, Chief Operating Officer, Kyle Fairbanks, Chief Marketing Officer and Executive Vice-Chairman, Michael Gaubert, Executive Chairman, and Jason Lee, Chief Technology Officer resigned as officers of the Company and (iii) Matthew Cole, Benjamin Pham, Logan Beirne, Arshia Sarkhani, Avik Roy, Ben Werkman, Pierre Rochard, Shirish Jajodia, James A. Lavish, Jonathan R. Macey and Mahesh Ramakrishnan were appointed as directors of the Company on September 12, 2025. In connection with such appointments, Matthew Cole, Arshia Sarkhani, Logan Beirne and Benjamin Pham were each designated a Class III director, with their initial terms expiring at the Company's 2028 annual meeting, Shirish Jajodia, Pierre Rochard, Ben Werkman and Avik Roy were each designated a Class II director, with their initial terms expiring at the Company's 2027 annual meeting and each of James A. Lavish, Jonathan R. Macey and Mahesh Ramakrishnan were designated a Class I director, with their initial terms expiring at the Company's 2026 annual meeting. None of such directors' or officers' decisions to resign from the Board was the result of any disagreement relating to the Company's operations, policies or practices. 5 On September 12, 2025, the Company affirmatively determined that each of Messrs. Roy, Werkman, Rochard, Lavish, Macey and Ramakrishnan meet the definition of "independent director" under the applica

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