Strive, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value per share ASST The Nasdaq
• $500,000,000 — aving an aggregate sales price of up to $500,000,000 (the " ATM Offering "). Subject to th

Filing Documents

• ef20060773_8k.htm (8-K) — 70KB
• ef20060773_ex1-1.htm (EX-1.1) — 327KB
• ef20060773_ex3-1.htm (EX-3.1) — 7KB
• ef20060773_ex5-1.htm (EX-5.1) — 11KB
• ef20060773_ex10-1.htm (EX-10.1) — 32KB
• ef20060773_ex99-1.htm (EX-99.1) — 29KB
• image00001.jpg (GRAPHIC) — 465KB
• image00002.jpg (GRAPHIC) — 3KB
• image00003.jpg (GRAPHIC) — 52KB
• 0001140361-25-045044.txt ( ) — 1474KB
• asst-20251203.xsd (EX-101.SCH) — 4KB
• asst-20251203_def.xml (EX-101.DEF) — 18KB
• asst-20251203_lab.xml (EX-101.LAB) — 28KB
• asst-20251203_pre.xml (EX-101.PRE) — 20KB
• ef20060773_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. Sales Agreement On December 9, 2025, Strive, Inc. (the " Company ") entered into a Controlled Equity Offering SM Sales Agreement (the " Sales Agreement ") with each of Cantor Fitzgerald & Co. (" Cantor "), Barclays Capital Inc. (" Barclays ") and Clear Street LLC (" Clear Street ") (each, an " Agent " and collectively, the " Agents "), pursuant to which the Company from time to time, at its option, may offer and sell shares (the " ATM Shares ") of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the " SATA Stock ") to or through the Agents, acting as principal and/or agent, having an aggregate sales price of up to $500,000,000 (the " ATM Offering "). sales practices to sell the ATM Shares from time to time, based upon the Company's instructions. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the " Securities Act "). The Agents will be entitled to a commission of up to 3.0% of the aggregate gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the offering. Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares, and may at any time suspend the offering of ATM Shares under the Sales Agreement or terminate

03

Item 3.03. Material Modifications to Rights of Security Holders. On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation relating to the SATA Stock (the "Certificate of Amendment") to certify the authorization to increase the number of authorized shares of its SATA Stock to 20,000,000 shares. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of such certificate, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws. The information set forth above in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.

01

Item 8.01. Other Events. On December 9, 2025 , the Company issued a press release announcing, among other things, the filing of the Prospectus Supplement in connection with the ATM Offering and entry into the Sales Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 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 (the "Securities Act"), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 business of Semler Scientific, Inc. ("Semler Scientific") and its acquiring and holding Bitcoin, the outlook and expectations of Strive and Semler Scientific, respectively, with respect to the proposed transaction (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 concer

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Sales Agreement, dated as of December 9, 2025, by and among Strive, Inc., Cantor Fitzgerald & Co., Barclays Capital Inc. and Clear Street LLC. 3.1 Certificate of Amendment relating to the SATA Stock, as filed with the Nevada Secretary of State on December 9, 2025 5.1 Opinion of Brownstein Hyatt Farber Schreck, LLP 10.1 Letter Agreement, dated as of December 3, 2025, between Strive, Inc. and Vivek Ramaswamy. 23.1 Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). 99.1 Press Release of Strive, Inc. dated December 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 9 , 2025 Strive, Inc. /s/ Matthew Cole Name: Matthew Cole Title: Chief Executive Officer

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