Strive Announces Proposed Follow-On Offering of SATA Stock
DALLAS, Jan. 21, 2026 (GLOBE NEWSWIRE) -- Strive, Inc. (NASDAQ:SATA) ("Strive" or the "Company") today announced that, subject to market and other conditions, it intends to conduct a $150 million follow-on offering (the "offering") registered under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Strive's Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock").
Strive intends to use the net proceeds of this offering, together with cash on hand and potentially cash from terminating Strive's existing capped call transactions relating to the outstanding 4.25% Convertible Senior Notes due 2030 (the "Semler Convertible Notes") issued by Semler Scientific, Inc., a wholly-owned subsidiary of Strive ("Semler Scientific"), and guaranteed by Strive, pursuant to an indenture, dated as of January 28, 2025, between Semler Scientific and U.S Bank Trust Company, National Association, as trustee (the "Trustee"), as amended by a supplemental indenture, dated January 16, 2026, by and among Semler Scientific, Strive and the Trustee, (i) to finance the redemption, repurchase, repayment, satisfaction and discharge or other payment of all or a portion of the Semler Convertible Notes and Semler Scientific's outstanding borrowings under its master loan agreement with Coinbase Credit Inc., which may include one or more repurchases pursuant to privately negotiated transactions, and the payment of accrued and unpaid interest thereon, with the purpose of returning to a perpetual-preferred only amplification model, (ii) the acquisition of bitcoin and bitcoin-related products and (iii) for working capital and general corporate purposes.
Strive also announced that it is in the process of negotiating separate and individual transactions with certain holders of the Semler Convertible Notes to exchange some or all of the Semler Convertible Notes held by such holders for shares of SATA Stock. The Company expects to reduce the size of its follow-on offering to the extent it elects to issue shares of SATA Stock in connect with such exchanges. This offering is not conditioned on the closing of any such exchange, and any such exchange would be subject to ongoing negotiations and market conditions. The Company will not receive any cash proceeds from any such exchange. Any such exchange would be conducted pursuant to an exemption from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.
The SATA Stock accumulates cumulative dividends at a variable rate (as described below) per annum on the stated amount of $100 per share (the "stated amount") thereof. Regular dividends on the shares of SATA Stock are payable when, as and if declared by Strive's board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month, beginning on February 15, 2026. The monthly regular dividend rate per annum is 12.25%. However, Strive has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. Strive's right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, Strive is not permitted to reduce the monthly regular dividend rate per annum that applies to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the one-month term SOFR rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before Strive provides notice of the next monthly regular dividend rate per annum. In addition, Strive is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three (3) months following November 10, 2025, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20) consecutive trading days at any time during the three (3) months following the initial issuance date exceeds $100 and (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full. Strive's current intention (which is subject to change in Strive's sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as Strive believes is designed to cause the SATA Stock to trade at prices within its stated long-term range of $95 and $105 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then additional regular dividends ("compounded dividends") accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date has been set at rate per ...
