Strive, Inc. (Nasdaq: ASST)—the parent of Strive Asset Management, LLC—priced an upsized initial public offering of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) at $80 per share, expanding the deal to 2,000,000 shares for ~$160 million in expected gross proceeds. Settlement is slated for Monday, November 10, 2025, pending customary closing conditions. The preferred carries an initial 12% annual dividend, paid monthly beginning December 15, 2025, with a $100 stated amount and a framework that allows Strive to adjust the rate within defined limits. Barclays and Cantor are joint bookrunners, with Clear Street as co‑manager. Proceeds may fund Bitcoin purchases, income‑generating assets, share repurchases, debt reduction, and M&A. GlobeNewswire
Separately, Semler Scientific (Nasdaq: SMLR) filed a same‑day Form 8‑K providing supplemental disclosures about Strive in connection with the pending all‑stock merger, confirming recent capital actions and Bitcoin treasury details heading into the shareholder process. SEC
Crypto‑market outlets also highlighted the deal’s implications for Strive’s Bitcoin‑treasury strategy as the company “upsized” and priced the SATA offering. CoinDesk
Key terms of the SATA preferred (at a glance)
- Size / price: 2,000,000 shares at $80; ~$160M gross proceeds.
- Dividend:12% initial annual rate on a $100 stated amount; monthly cash payments start Dec. 15, 2025 (when declared).
- Rate flexibility: Company may adjust the monthly rate within guardrails linked to 1‑month Term SOFR; reductions are constrained by formula and timing tests.
- Dividend reserve: Company intends to pre‑fund a 12‑month dividend reserve at closing ($12/share).
- Redemption: Optional redemption at $110/share (plus accrued dividends) once listed on a national exchange; “clean‑up” and tax redemption features also apply.
- Use of proceeds: Bitcoin and Bitcoin‑related investments, income‑producing assets, working capital, share buybacks, debt repayment, and select acquisitions.
- Underwriters: Barclays (JBR), Cantor (JBR); Clear Street (co‑manager).
All terms per the company’s Nov. 5 news release. GlobeNewswire
Fresh merger process updates (today)
- Semler Scientific (SMLR) 8‑K: Filed Nov. 6, 2025, furnishing supplemental information on Strive for Semler shareholders under Rule 425. The filing recaps Strive’s cash position as of Sept. 30, details recent warrant exercises, and updates Bitcoin holdings (including an October purchase of ~72.3 BTC with ~$8.26M in proceeds), alongside the SATA offering terms. SEC
Why it matters: The 8‑K indicates the two sides continue advancing toward a shareholder vote and closing mechanics with the SEC registration process (Form S‑4) in focus, keeping the Semler–Strive combination on the market’s radar. SEC
How this fits Strive’s strategy
Strive positions itself as a publicly traded asset‑management “Bitcoin treasury” company, aiming to increase Bitcoin per share over time while operating an asset‑management business through Strive Asset Management, LLC, which the company says has surpassed $2 billion in AUM since launching its first ETF in August 2022. The preferred deal gives Strive non‑common equity capital to pursue treasury and business investments without immediate dilution to common shares. GlobeNewswire
The SATA structure’s variable dividend and redemption features create levers to manage cost of capital and a trading band for the preferred, while the pre‑funded dividend reserve bolsters payment confidence in year one—a design consistent with the company’s capital markets push to scale its Bitcoin‑treasury footprint. GlobeNewswire
Background: the Asset Entities path and Semler deal
- Listing pathway: Strive’s Nasdaq presence under ticker ASST follows a transaction path involving Asset Entities, which provided the public listing vehicle. SEC
- Semler merger: Announced Sept. 22, 2025, the all‑stock acquisition of Semler Scientific (SMLR) is designed to scale Strive’s Bitcoin holdings (the combined platform targeted >10,900 BTC at announcement) and fold Semler’s healthcare business under the Strive umbrella. Reuters
- Context on “Bitcoin treasuries”: Recent coverage has examined how public “Bitcoin treasury” vehicles can trade at premiums/discounts to embedded BTC, complicating merger math—an angle relevant as the Strive/Semler process advances. Financial Times
What investors are watching next
- SATA settlement and potential listing: Confirmation of Nov. 10 closing and any subsequent listing details for the preferred. GlobeNewswire
- Capital deployment: Pace and pricing of Bitcoin acquisitions, plus allocations to cash‑flowing assets and deleveraging. GlobeNewswire
- Semler shareholder timeline: Proxy effectiveness, vote date, and closing cadence for the merger. SEC
- Common‑stock dynamics: Ongoing volatility in ASST amid treasury actions and merger headlines; pre‑market moves have been notable around offering milestones. TipRanks
Quick FAQ
What is SATA?
Strive’s Variable Rate Series A Perpetual Preferred Stock with a $100 stated amount, 12% initial annual dividend (paid monthly), adjustable within limits tied to 1‑month Term SOFR. GlobeNewswire
How will the ~$160M be used?
For Bitcoin and Bitcoin‑related purchases, income‑generating assets, working capital, share repurchases, debt repayment, and acquisitions that complement the business. GlobeNewswire
Where does Strive Asset Management, LLC fit in?
It’s Strive’s wholly owned, SEC‑registered adviser subsidiary (ETFs, direct indexing, retirement); the parent company ASST executes corporate capital strategy and Bitcoin‑treasury activities. GlobeNewswire
Sources & further reading (today’s developments first)
- Company press release on upsized SATA pricing and terms (Nov. 5). GlobeNewswire
- Semler Scientific 8‑K with supplemental Strive disclosures (Nov. 6). SEC
- CoinDesk recap on the upsized preferred and Bitcoin‑treasury angle (Nov. 6). CoinDesk
- TipRanks pre‑market snapshot on ASST (Nov. 6). TipRanks
- Reuters backgrounder on the Semler deal and Strive’s listing route (Sept. 22). Reuters
Disclosure: This article is for information purposes only and is not investment advice. All securities involve risk, including possible loss of principal.
