Semler Scientific Announces 37% Workforce Reduction, $1.2M Severance Costs And $1.6M Retention Program Ahead Of Pending Merger With Strive

Item 2.05 Costs Associated with Exit or Disposal Activities.

 

On December 12, 2025, Semler Scientific, Inc., or Semler Scientific, announced the approval by its board of directors, or the Board, of a plan to strategically realign Semler Scientific's operations and proactively improve its operating leverage through the implementation of a headcount reduction as well as the curtailment of other operating expenses.

 

The strategic plan to streamline operations will reduce Semler Scientific's headcount by approximately 37%. Semler Scientific expects to complete its headcount reduction and the implementation of the curtailment by the end of calendar 2025. Semler Scientific currently anticipates this will result in the reduction in quarterly operating expenses of approximately $0.7 million to $1.1 million in base salary from the headcount reduction, which are expected to be realized beginning in January 2026. Semler Scientific currently estimates that it will incur severance costs of approximately $1.2 million consisting of one-time termination benefits, which are expected to be paid in December 2025 and January 2026. The charges Semler Scientific expects to incur in connection with its streamlining efforts are subject to a number of assumptions, risks and uncertainties, and actual results may materially differ. Semler Scientific may also incur other material charges not currently contemplated due to events that may occur as a result of, or associated with, these actions.

 

Item 8.01 Other Events

 

Non-Executive Retention Program

 

Semler Scientific is implementing a time-based cash retention program for its remaining non-executive employees that is designed to ensure continuity of clinical, regulatory, technical, and operational support functions both while the proposed merger with Strive, Inc., or Strive, is pending and through any integration period post-closing. The retention program is estimated to cost approximately $1.6 million.

 

Supplemental Disclosures Regarding Merger with Strive, Inc.

 

As previously disclosed, on September 22, 2025, Semler Scientific and Strive entered into an Agreement and Plan of Merger, as amended by that certain Amendment Letter dated as of December 3, 2025, or the Merger Agreement, providing for the acquisition of Semler Scientific by Strive in an all-stock transaction subject to the terms and conditions set forth in the Merger Agreement.