Goodwin advised Semler Scientific, Inc. (Nasdaq: SMLR) in its definitive agreement to be acquired by Strive, Inc. (Nasdaq: ASST) in an all-stock transaction. The transaction marks a significant milestone in the evolution of corporate Bitcoin treasury strategy and healthcare innovation, combining two pioneering Bitcoin treasury companies. The purchase price represents an approximately 210% premium, equivalent to approximately $90.52 per share, based on the trading price of Semler Scientific common stock and Strive Class A common stock as of the market close on September 19, 2025. Each common share of Semler Scientific will be exchanged for 21.05 Class A common shares of Strive at closing.
Semler Scientific is the second U.S. public company to adopt Bitcoin as its primary treasury reserve asset and is a leader in medical devices and software to combat chronic diseases. By using proceeds from equity and debt financings, as well as cash flows from operations, Semler Scientific intends to strategically accumulate Bitcoin. Semler Scientific is a longtime client of Marianne Sarrazin.
Strive is the first publicly traded asset management Bitcoin treasury company and is focused on increasing Bitcoin per share to outperform Bitcoin over the long run. Strive currently holds 5,886 Bitcoin.
The combined company would become the fastest growing corporate Bitcoin holder, aiming to operate with a “preferred equity only” leverage model that avoids debt maturity risks associated with traditional leveraged Bitcoin strategies.
Goodwin advised Semler Scientific on all aspects of the transaction, leveraging its deep experience in digital assets, public company M&A and SEC reporting, capital markets, and healthcare innovation.
The Goodwin team was led by Mike Patrone, Marianne Sarrazin, and Wei Xu, with assistance from Dan Karelitz, Natascha George, Mitzi Chang, Jim Barri, John Servidio, Kim De Glossop, Jonathan Shapiro, Anuj Ghai, Andrew Lacy, Kevin Walsh, Heath Ingram, Steven Tjoe, Evan Lee, Ari Kazanjian, Joseph Powers, Eric Graffeo, Zoe Li, Lily Johnson Cardona, Toni Wormald, and Tyler Mayo.
For more information on the deal, please read the press release.