ASST on Nasdaq

Strive, Inc.

In its 2026 annual report the company says: “Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time.”5 It is headquartered in Carson City, United States.2 Its shares trade on Nasdaq under the symbol ASST.2

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Last updated Oct 21, 2026.

Overview

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  • TickerASST on Nasdaq2
  • IndustryFinance Services2
  • HeadquartersCarson City, United States2
  • Incorporated inNV3
  • Business address200 Crescent Ct, Suite 1400, Dallas, Tx3
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI5299001CW992DVDVFV452
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o C T CORPORATION SYSTEM, 701 S Carson ST STE 200, 89701 Carson City, United States2
  • Registered withBusiness Center (Secretary of State), NV202223952492

Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-620.7%Operating margin6
-591.2%Net margin6
1217.5%Revenue growth, 20246
-92.5%Return on equity6
-$21.6MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Investment Advice brought in 98% of the revenue Strive, Inc. broke down this way in fiscal 2024.

  1. Investment Advice$3.6M698%
  2. Product and Service, Other$58.0K62%
Products and services by year
Products and services2024
Investment Advice$3.6M
Product and Service, Other$58.0K

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Research and development12¢$423.3K
  • Other costs88¢$3.2M

Out of $3.6M in revenue.67 The company lost money this year.

Financial statements

Revenue8976$3.6M in 2024+340% since 2021
0$1.0M$2.0M$3.0M$4.0M2021: $829.6K$829.6K20212022: $343.1K$343.1K2022−59%2023: $277.0K$277.0K2023−19%2024: $3.6M$3.6M2024+1218%
Operating income8976-$22.7M in 2024
-$30.0M-$20.0M-$10.0M0$10.0M2021: $14.9K$14.9K20212022: -$645.3K-$645.3K20222023: -$4.9M-$4.9M2023+664%2024: -$22.7M-$22.7M2024+359%
Net income8976-$21.6M in 2024
-$30.0M-$20.0M-$10.0M0$10.0M2021: $14.9K$14.9K20212022: -$645.3K-$645.3K20222023: -$4.9M-$4.9M2023+664%2024: -$21.6M-$21.6M2024+338%

Every line of the income statement as filed: the last 1 fiscal year (annual) or 1 quarters (quarterly), latest first.6

Period ending2024-12-31
Total revenues$3.6M
Fund management and administration$4.9M
Employee compensation and benefits$9.1M
General and administrative expense$11.2M
Marketing and advertising$862.0K
Depreciation and amortization$192.0K
Total operating expenses$26.3M
Net unrealized loss on digital assets, at fair value$0
Other derivative loss$0
Net investment gains/(losses)$0
Net operating loss-$22.7M
Other income$795.0K
Transaction costs$0
Gain on lease remeasurement$279.0K
Goodwill and intangible asset impairment$0
Total other income/(expense)$1.1M
Net loss before income taxes-$21.6M
Income tax benefit/(expense)$0
Net loss-$21.6M
Dividends on preferred stock$0
Net loss attributable to common stockholders-$21.6M
Net loss attributable to common stockholders-$21.6M
Basic (in shares)2.2M shares
Diluted (in shares)2.2M shares
Basic (in USD per share)-$9.75
Diluted (in USD per share)-$9.75

Compare Strive, Inc. with another company

Corporate structure

Strive, Inc. sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Strive, Inc.

  • Strive, Inc. Carson City, Nevada, United States
    • CardioVanta, Inc. Subsidiary · Delaware, United States
    • Clinivanta, LLC Subsidiary · Delaware, United States
    • Semler Scientific, Inc. Subsidiary · Delaware, United States
    • Strive Asset Management, LLC Subsidiary · Ohio, United States
    • Strive Enterprises, Inc. Subsidiary · Ohio, United States
    • Strive Operating, LLC Subsidiary · Ohio, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Strive, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$13.6K7 Dec 31, 2024$13.6K7 Dec 31, 20230%
Accumulated depreciation$400.0K6 Dec 31, 2025$200.0K6 Dec 31, 2024+100.0%
Property and equipment, net$778.0K6 Dec 31, 2025$951.0K6 Dec 31, 2024−18.2%
Operating-lease assets (leased space)$4.0M6 Dec 31, 2025$1.8M6 Dec 31, 2024+126.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$67.5M6 Dec 31, 2025$6.2M6 Dec 31, 2024+996.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$06 Dec 31, 2025$06 Dec 31, 2024
Intangible assets, net (excluding goodwill)$355.0K6 Dec 31, 2025$187.0K6 Dec 31, 2024+89.8%
Accumulated amortization-$100.0K6 Dec 31, 2025-$100.0K6 Dec 31, 20240%

Properties, in its own words

As of December 31, 2025, we do not own any property. Our corporate headquarters is located in leased space in Dallas, Texas. Our office lease expires in July 2033. In addition, we lease an office space in Dublin, Ohio that is sub-leased to a third party at terms consistent with the master lease. This lease expires in February 2033.

We believe that our current facilities are adequate to conduct our business operations for the foreseeable future. We believe that we will be able to renew these leases on similar terms upon expiration. If it cannot renew, we believe that we could find other suitable premises without any material adverse impact on our operations.

Item 2 of the 10-K filed Mar 19, 2026.5

Leadership

Who has led Strive, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJason Lee named Jun 4, 2024 to Sep 5, 202533
  • DirectorDavid Reynolds named Jun 4, 2024 to Sep 5, 202533
  • DirectorRichard A Burton named Jun 4, 2024 to Sep 5, 202533
  • DirectorScott K McDonald named Jun 4, 2024 to Sep 5, 202533

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CardioVanta, Inc. Delaware4
  • Clinivanta, LLC Delaware4
  • Semler Scientific, Inc. Delaware4
  • Strive Asset Management, LLC Ohio4
  • Strive Enterprises, Inc. Ohio4
  • Strive Operating, LLC Ohio4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Asset Entities Inc.May 2, 2022 to Sep 10, 20253

Timeline

  1. Oct 14, 20268-K Other events34
  2. Oct 13, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events35
  3. Oct 13, 20268-K Other events36
  4. Oct 13, 20268-K Other events37
  5. Oct 5, 20268-K Other events38
  6. Sep 28, 20268-K Other events39
  7. Sep 21, 20268-K Other events40
  8. Sep 15, 20268-K Other events41
  9. Sep 14, 20268-K Other events42
  10. Sep 8, 20268-K Other events43
  11. Aug 31, 20268-K Other events44
  12. Aug 24, 20268-K Other events45
  13. Mar 10, 2026Founded Strive, Inc. is founded2
  14. Feb 2, 2023New chief executive Arshia Sarkhani becomes CEO13

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/202646

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results47
  2. May 14, 2026Reported quarterly or annual results48
  3. Mar 19, 2026Reported quarterly or annual results49
  4. Jan 5, 2026Reported quarterly or annual results50
  5. Nov 14, 2025Reported quarterly or annual results51
  6. Oct 2, 2025Reported quarterly or annual results52
  7. Nov 15, 2024Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

929 filings to the SEC since October 2021: 4 annual reports, 11 quarterly reports, 118 major events, 137 insider forms, 53 large holders, 4 private raises, 602 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Oct 13, 20268-K EDGAR
  3. Oct 13, 20268-K EDGAR
  4. Oct 13, 20268-K EDGAR
  5. Oct 13, 2026SCHEDULE 13D/A EDGAR
  6. Oct 13, 2026FWP EDGAR
  7. Oct 13, 2026424B5 EDGAR
  8. Oct 5, 2026144 EDGAR
  9. Oct 5, 2026144 EDGAR
  10. Oct 5, 20264 EDGAR
  11. Oct 5, 20264 EDGAR
  12. Oct 5, 20264 EDGAR
  13. Oct 5, 20264 EDGAR
  14. Oct 5, 20264 EDGAR
  15. Oct 5, 20264 EDGAR
  16. Oct 5, 20268-K EDGAR
  17. Oct 2, 2026144 EDGAR
  18. Oct 2, 2026144 EDGAR
  19. Oct 2, 2026144 EDGAR
  20. Oct 2, 2026144 EDGAR

The 929 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

30 open-market trades by officers, directors and large owners since October 2021: 7 buys and 23 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 14, 2026Rochard PierreDirectorBuy15,900$12.54$199.4KForm 4
Feb 18, 2026Pham BenjaminChief Financial OfficerBuy6,214$8.06$50.1KForm 4
Feb 17, 2026Pham BenjaminChief Financial OfficerBuy7,900$8.23$65.0KForm 4
Feb 13, 2026Beirne Brian LoganChief Legal OfficerBuy11,500$8.73$100.4KForm 4
Jan 13, 2026Cole Matthew RyanChief Executive OfficerBuy500,000$0.92$460.0KForm 4
Dec 15, 2025Cole Matthew RyanChief Executive OfficerBuy515,195$0.81$416.9KForm 4
Nov 5, 2025Ramaswamy Vivek10% ownerBuy15,625$80.00$1.2MForm 4
Jun 4, 2025Gaubert MichaelExecutive ChairmanSale30,000$7.44$223.2KForm 4
Jun 4, 2025Krueger MatthewCFO, Treasurer and SecretarySale26,400$8.23$217.3KForm 4
May 30, 2025Lee Jason YoungsukChief Technology OfficerSale4,182$8.03$33.6KForm 4
Sep 13, 2024Gaubert MichaelExecutive ChairmanSale76,723$1.55$118.9KForm 4
Sep 13, 2024Krueger MatthewCFO, Treasurer and SecretarySale76,723$1.55$118.9KForm 4
Sep 13, 2024Fairbanks KyleEx Vice-Chairman & CMOSale76,723$1.55$118.9KForm 4
Sep 13, 2024Fairbanks Jackson10% ownerSale76,723$1.55$118.9KForm 4
Sep 13, 2024Sarkhani ArshiaChief Marketing OfficerSale76,723$1.55$118.9KForm 4
Sep 13, 2024Sarkhani ArmanChief Operating OfficerSale76,723$1.55$118.9KForm 4
Sep 13, 2024Asset Entities Holdings, LLC10% ownerSale76,723$1.55$118.9KForm 4
Sep 12, 2024Gaubert MichaelExecutive ChairmanSale179,683$1.97$354.0KForm 4
Sep 12, 2024Krueger MatthewCFO, Treasurer and SecretarySale179,683$1.97$354.0KForm 4
Sep 12, 2024Fairbanks KyleEx Vice-Chairman & CMOSale179,683$1.97$354.0KForm 4

All 30 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 22, 2025Raised $8 million in a private offering of equity Form D: 9 investors so far Form D
  2. May 26, 2025Raised $750.3 million in a private offering of equity Form D: $1.5 billion offered in all Form D
  3. May 24, 2024Raised $1.5 million in a private offering of equity Form D: $3 million offered in all Form D
  4. Jun 9, 2022Raised $250,000 in a private offering of equity Form D: $750,000 offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC9,887,332$107.9M0.0%+2,742,535
BlackRock, Inc.5,266,454$57.5M0.0%+1,636,854
Capital International Investors3,017,663$32.9M0.0%+383,590
Geode Capital Management, LLC1,837,679$31.6M0.0%+617,561
Vanguard Capital Management LLC2,747,298$30.0M0.0%+409,515
Goldman Sachs Group Inc2,089,455$22.8M0.0%+1,772,145
State Street Corp1,502,726$16.4M0.0%+325,851
Morgan Stanley1,422,922$15.5M0.0%−90,088
Susquehanna International Group, Llp1,229,275$13.4M0.0%+672,045
UBS Group AG1,047,291$11.4M0.0%−156,131
Interchange Capital Partners, LLC882,086$9.6M1.8%+1,515
First Trust Advisors LP700,482$7.6M0.0%+459,826
Alpine Fox Capital LLC560,000$6.1M3.5%−46,242
Northern Trust Corp504,643$5.5M0.0%+108,372
Vanguard Portfolio Management LLC426,365$4.7M0.0%+124,654
Vanguard Fiduciary Trust Co404,376$4.4M0.0%+73,821
Nuveen, LLC332,661$3.6M0.0%−37,337
Moneta Group Investment Advisors LLC291,087$3.2M0.0%New
Raymond James Financial Inc251,226$2.7M0.0%−1,296
Group One Trading LLC223,465$2.4M0.1%+88,694
Capital Fund Management S.a.219,622$2.4M0.0%+30,928
Jump Financial, LLC207,300$2.3M0.0%New
IMC-Chicago, LLC201,830$2.2M0.0%+186,729
Summit Financial, LLC198,296$2.2M0.0%+119,034
Charles Schwab Investment Management Inc189,361$2.1M0.0%+74,836

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Strive, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStrive, Inc.1
  • CIK0001920406
  • Employer ID (EIN)88-12932365
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address200 Crescent Ct, Suite 1400, Dallas, TX1
  • Phone855-427-73601
  • Shares outstanding59,286,628 Common Class A shares; 9,872,157 Common Class B shares as of Mar 17, 20265
  • Public float$56.8M as of Jun 30, 20255
  • AuditorKPMG LLP, Columbus, Ohio PCAOB ID 185; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 2, 20221
  • Filings929 in all: 425 (457), 8-K (116), 4 (104), 3 (33), SCHEDULE 13G/A (21), 144 (20), CORRESP (17), SCHEDULE 13G (15)1
    All 43 form types

    424B5 (14), UPLOAD (13), FWP (12), 10-Q (11), EFFECT (10), 424B3 (9), S-1/A (8), SCHEDULE 13D/A (8), S-1 (6), S-8 (5), 10-K (4), D (4), DRSLTR (4), SC 13G/A (4), DRS (3), SC 13G (3), 8-A12B (2), 8-K/A (2), CERT (2), DEF 14A (2), DEF 14C (2), DEFA14A (2), DRS/A (2), S-4 (2), SCHEDULE 13D (2), 144/A (1), 424B4 (1), 424B7 (1), ARS (1), NT 10-K (1), POS AM (1), PRE 14C (1), S-3 (1), S-3ASR (1), S-4/A (1)

  • Latest filingsAnnual report (10-K) Mar 19, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Mar 16, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.001 par value per shareASSTThe Nasdaq Stock Market LLC
Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per shareSATAThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Strive, Inc. names in Item 1A of its 10-K filed Mar 19, 2026: 72 risks under these headings, as written.5

  • Risks Related to Our Business
  • We have a limited operating history and recently launched a bitcoin treasury strategy, making it difficult to evaluate our business and prospects and may increase the risks associated with any investment.
  • We have a history of operating losses as our business has grown. If we are unable to achieve greater revenues than our operating costs or reduce operating costs, we will continue to incur operating losses, which could result in the need to raise additional capital to support our operating business and negatively impact our operations, strategy and financial performance.
  • Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertainty.
  • Our proposed bitcoin strategy will subject us to enhanced regulatory oversight.
  • The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
  • Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.
  • Bitcoin holdings and bitcoin-related products are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.
  • Our bitcoin strategy has not been tested over a significant period of time or under varying market conditions.
  • The availability of spot ETPs for bitcoin may adversely affect the market price of our listed securities.
  • We have an evolving business model and strategy.
  • Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant losses.
The other 61 risks
  • Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect its business and operating results.
  • A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations.
  • Our proposed bitcoin strategies will expose us to risk of non-performance by counterparties.
  • Our assets are, and we expect our future assets will continue to be, concentrated in bitcoin.
  • Bitcoin does not pay interest or dividends.
  • We will require significant additional capital to support our bitcoin treasury strategy and existing businesses, and this capital might not be available on favorable terms, or at all.
  • Adverse economic conditions could adversely affect our business.
  • The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could fluctuate.
  • If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin holdings, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
  • If we are unable to recruit or retain skilled personnel, or if we lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.
  • Our bitcoin treasury business will not be subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
  • Our historical asset management business is subject to business, legal and regulatory obligations.
  • We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding voting securities.
  • We are an “emerging growth company” under the JOBS Act and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our securities less attractive to investors.
  • Risks Related to the Combined Company Following the Semler Scientific Merger
  • Failure to successfully combine the businesses of Strive and Semler Scientific in the expected time frame or at all may adversely affect the future results of the combined company, and, consequently, the value of our Class A Common Stock.
  • Semler Scientific may have liabilities that are not known to us.
  • Risks Related to Our Class A Common Stock
  • Insiders have influence over us and could limit your ability to influence the outcome of key transactions, including a change of control.
  • The Amended & Restated Articles of Incorporation include a corporate opportunity waiver.
  • Some provisions of the Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws may deter third parties from acquiring us.
  • We do not anticipate paying any cash dividends or other distributions to holders of our common stock in the foreseeable future. Accordingly, stockholders need to be prepared to rely on capital appreciation, if any, for any return on their investment.
  • Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock price.
  • A significant portion of the total outstanding shares of our common stock may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.
  • You may experience future dilution as a result of future equity offerings.
  • If we fail to implement effective internal control over financial reporting, such failure could result in material misstatements in its financial statements, cause investors to lose confidence in our reported financial and other public information and have a negative effect on the trading price of our securities.
  • The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders and lower reported diluted earnings per share.
  • Future sales or other dilution of our Class A Common Stock, including other equity-related securities, could dilute our existing stockholders or otherwise depress the market price of our Class A Common Stock and the value of our SATA Stock.
  • Risks Related to Nevada Law and Our Charter
  • Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
  • Our directors and officers are protected from liability for a broad range of actions.
  • The Amended & Restated Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for substantially all disputes between us and the holders of our common stock, which could limit the ability of the holders of our common stock to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes.
  • If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A Common Stock and its liquidity could decline.
  • Risks Related to Our Healthcare Business
  • If we do not successfully implement our healthcare solutions strategy, our business and results of operations will be adversely affected.
  • We currently market a limited number of FDA-cleared testing products and related services, and may not achieve broad market acceptance or be commercially successful. We may also fail to develop or license in complementary products or distribution agreements for complementary products and our efforts to grow and expand our health care business may not be successful.
  • Physicians and other customers may not widely adopt our products unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of our products provides a safe and effective alternative to other existing ankle-Brachial index (“ABI”) devices.
  • If healthcare providers are unable to obtain adequate coverage and reimbursement either for procedures performed using our product or patient care incorporating the use of our product, our product might have difficulty gaining widespread acceptance.
  • QuantaFlo is not specifically approved for reimbursement under any third-party payor codes; if third-party payors refuse to reimburse our customers for their use of our product, it could have a material adverse effect on our business.
  • We do not require our customers to enter into long-term licenses or maintenance contracts for our products or services and may therefore lose customers on short notice.
  • Our healthcare business will need to generate significant revenues to regain profitability.
  • Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basis.
  • Because the healthcare industry within which we operate has significant product liability risk, and we may not be sufficiently insured against this risk, we may be subject to substantial claims against our product or services that we may provide.
  • We may implement a product recall or voluntary market withdrawal or stop shipment of our product due to product defects or product enhancements and modifications, which would significantly increase our costs.
  • Risks Related to Our Healthcare Legal and Regulatory Environment
  • Our healthcare business is subject to many laws and government regulations governing the manufacture and sale of medical devices, including the FDA’s 510(k) clearance process, and laws and regulations governing patient data and information, among others.
  • The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance process.
  • If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.
  • Although part of our business strategy is based on payment provisions enacted under government healthcare reform, we also face significant uncertainty in the industry regarding the implementation, transformation or repeal and replacement of the Health Care Reform Law.
  • We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, ad is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.
  • Disruptions at the FDA and other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.
  • Risks Related to Our Healthcare Intellectual Property
  • Our healthcare business largely depends on our ability to obtain and protect the proprietary information on which we base our product.
  • We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Risks Related to Our Preferred Stock
  • Although our SATA Stock is senior to our Class A Common Stock and Class B Common Stock, it is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.
  • Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors.
  • We may not have sufficient funds to pay dividends in cash on our SATA Stock, or we may choose not to pay dividends on our SATA Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock.
  • We have not engaged an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into an escrow agreement or other similar arrangement.
  • Our SATA Stock has only limited voting rights.
  • Without the consent of any holder of our SATA Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock with respect to dividends and liquidation rights, which may adversely affect the rights of preferred and common stock stockholders.
  • The terms of our SATA Stock will not impose any contractual restrictions on our use of the Dividend Payment Account and the Dividend Payment Account could be subject to the claims of creditors.
  • The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock.
  • Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.
  • We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate on our SATA Stock in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $99 and $101 per share.

Legal proceedings

We are involved in various lawsuits, claims, investigations, proceedings, and threats of litigation arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, we do not expect the resolution of these legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.

Effective September 10, 2025, the U.S. Department of Justice Civil Fraud Section (the "DOJ"), the Department of Health and Human Services (the “HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices. Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $29.8 million, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, in addition to $0.4 million for attorney’s fees for the relators. Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct. Semler neither admitted nor denied any wrongdoing.

In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (the “OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for a five-year period.

The opening of Item 3, Legal Proceedings.5

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