Strive (ASST) FY2025 10-K Risk Factors: 86 New, 48 Dropped

What the changes say

Bitcoin treasury strategy now dominates risk disclosures, with approximately 7,627 bitcoin held as of December 31, 2025.
Risks emphasize bitcoin price volatility, liquidity limits, regulatory scrutiny, digital-asset counterparties, and uncertain operating history.
New alpha strategies include potentially illiquid junior bitcoin-backed credit tranches and acquisitions, while spot bitcoin ETPs create competition.
Prior social-media, blockchain/NFT, product-development, technology, and demand risks are no longer separately highlighted.

What changed since the prior 10-K

New

NewRisks 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
Strive’s limited history and newly launched bitcoin treasury strategy make its business, policies, and prospects difficult to evaluate.
NewRisks Related to Our Business
If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitability
Persistent operating losses could require additional capital and prevent Strive from funding its operating business, bitcoin strategy, or growth.
NewRisks Related to Our Business
Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertainty
Unclear securities and digital-asset laws could reduce bitcoin’s price or restrict Strive’s ability to own or transfer it.
NewRisks Related to Our Business
Our proposed bitcoin strategy will subject us to enhanced regulatory oversight
Strive’s bitcoin holdings could attract SEC or other regulatory scrutiny, including over money laundering, terrorism financing, or sanctions evasion.
NewRisks Related to Our Business
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
Bankruptcies, liquidations, enforcement actions, or failures among digital-asset counterparties could restrict access to bitcoin, financing, or trading markets.
NewRisks Related to Our Business
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 price declines could materially hurt Strive’s financial results, business condition, and listed securities’ market price.
NewRisks Related to Our Business
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
Bitcoin and related products may be difficult to sell during market stress, providing less liquidity than cash and cash equivalents.
NewRisks Related to Our Business
Our bitcoin strategy has not been tested over a significant period of time or under varying market conditions
Strive’s bitcoin treasury and alpha strategies have not been tested through extended or varied market conditions, including inflationary periods.
NewRisks Related to Our Business
On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges
Spot bitcoin ETPs may attract investors seeking purer, potentially more tax-efficient bitcoin exposure than Strive’s operating-company shares.
NewRisks Related to Our Business
We have an evolving business model and strategy
Strive may repeatedly change its bitcoin, alpha-investing, acquisition, and broader business strategies as digital-asset markets evolve.
NewRisks Related to Our Business
Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant losses
Junior bitcoin-backed credit tranches are subordinated, potentially illiquid investments that could lose most or all principal after bitcoin or credit deterioration.
NewRisks Related to Our Business
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
Growth in strategic relationships and new activities could strain Strive’s management, operations, financial resources, and systems.
NewRisks Related to Our Business
A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations
NewRisks Related to Our Business
Our proposed bitcoin strategies will expose us to risk of non-performance by counterparties
NewRisks Related to Our Business
Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities
NewRisks Related to Our Business
Our assets are, and we expect our future assets will continue to be, concentrated in bitcoin
NewRisks Related to Our Business
Future developments regarding the treatment of bitcoin for U.S. and foreign tax purposes could adversely affect our business, operating results, and financial condition
NewRisks Related to Our Business
Bitcoin does not pay interest or dividends
NewRisks Related to Our Business
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
NewRisks Related to Our Business
Adverse economic conditions could adversely affect our business
NewRisks Related to 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
NewRisks Related to Our Business
Similar risks will apply to bitcoin underlying any bitcoin-related products we may acquire in the future, and with respect to our historical operating businesses
NewRisks Related to Our Business
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
NewRisks Related to Our Business
We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities
NewRisks Related to Our Business
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
NewRisks Related to Our Business
Our historical asset management business is subject to business, legal and regulatory obligations
NewRisks Related to Our Business
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
NewRisks Related to Our Business
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
NewRisks Related to Our Business
We cannot predict if investors will find our securities less attractive because we may rely on these exemptions
NewRisks 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
NewRisks Related to the Combined Company Following the Semler Scientific Merger
Semler Scientific may have liabilities that are not known to us
NewRisks 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
NewRisks Related to Our Class A Common Stock
The Amended & Restated Articles of Incorporation include a corporate opportunity waiver
NewRisks Related to Our Class A Common Stock
Some provisions of the Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws may deter third parties from acquiring us
NewRisks Related to Our Class A Common Stock
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
NewRisks Related to Our Class A Common Stock
Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock price
NewRisks Related to Our Class A Common Stock
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
NewRisks Related to Our Class A Common Stock
Substantially all of our shares of common stock will be able to be sold, subject to any applicable volume limitations, under federal securities laws with respect to affiliate sales
NewRisks Related to Our Class A Common Stock
You may experience future dilution as a result of future equity offerings
NewRisks Related to Our Class A Common Stock
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
NewRisks Related to Our Class A Common Stock
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
NewRisks Related to Our Class A Common Stock
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
NewRisks 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
NewRisks Related to Nevada Law and Our Charter
Our directors and officers are protected from liability for a broad range of actions
NewRisks Related to Nevada Law and Our Charter
Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes
NewRisks 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
NewRisks Related to Our Healthcare Business
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
NewRisks Related to Our Healthcare Business
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
NewRisks Related to Our Healthcare Business
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
NewRisks Related to Our Healthcare 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
NewRisks Related to Our Healthcare Business
Our healthcare business will need to generate significant revenues to regain profitability
NewRisks Related to Our Healthcare Business
Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basis
NewRisks Related to Our Healthcare Business
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
NewRisks Related to Our Healthcare Business
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
NewRisks 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
NewRisks Related to Our Healthcare Legal and Regulatory Environment
The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance process
NewRisks Related to Our Healthcare Legal and Regulatory Environment
Our business is subject to unannounced inspections by the FDA to determine our compliance with FDA requirements
NewRisks Related to Our Healthcare Legal and Regulatory Environment
If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability
NewRisks Related to Our Healthcare Legal and Regulatory Environment
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
NewRisks Related to Our Healthcare Legal and Regulatory Environment
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
NewRisks 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
NewRisks Related to Our Healthcare Intellectual Property
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
NewRisks Related to Our Healthcare Intellectual Property
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
NewRisks Related to Our Healthcare Intellectual Property
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
NewRisks 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
NewRisks Related to Our Preferred Stock
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
NewRisks Related to Our Preferred Stock
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
NewRisks Related to Our Preferred 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
NewRisks Related to Our Preferred Stock
Our SATA Stock has only limited voting rights
NewRisks Related to Our Preferred Stock
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
NewRisks Related to Our Preferred Stock
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
NewRisks Related to Our Preferred Stock
The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock
NewRisks Related to Our Preferred 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
NewRisks Related to Our Preferred Stock
Transactions involving newly issued Class A Common Stock, debt, SATA Stock, or other series of liquidation parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock and our SATA Stock
NewRisks Related to Our Preferred Stock
Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipate
NewRisks Related to Our Preferred Stock
Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock under certain circumstances, even though no corresponding distribution of cash has been made
NewRisks Related to Our Preferred Stock
Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income
NewRisks Related to Our Preferred Stock
The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock
NewRisks Related to Our Preferred Stock
A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences
NewRisks Related to Our Preferred Stock
For example, notwithstanding our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such Additional Shares constitute fast-pay stock. See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.” above
NewRisks Related to Our Preferred Stock
Provisions of our SATA Stock could delay or prevent an otherwise beneficial takeover of us
NewRisks Related to Our Preferred Stock
Your investment in the SATA Stock may be harmed if we redeem the SATA Stock
NewRisks Related to Our Preferred Stock
We are not 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
NewRisks Related to Our Preferred Stock
The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders
NewRisks Related to Our Preferred Stock
Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common Stock
NewRisks Related to Our Indebtedness
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due

Dropped

DroppedRisks Related to Our Business and Industry
We have a limited operating history, which may make it difficult to evaluate our business and prospects
Limited operating history made evaluating the startup’s business and prospects difficult.
DroppedRisks Related to Our Business and Industry
The Company may experience negative cash flow
Negative cash flow could continue as the Company increased business-development expenditures.
DroppedRisks Related to Our Business and Industry
The Company may need to raise additional capital to support its operations
The Company might need additional financing to support operations and expansion.
DroppedRisks Related to Our Business and Industry
The Company may incur significant losses, and there can be no assurance that the Company will ever become a profitable business
Continued losses could prevent the Company from becoming profitable.
DroppedRisks Related to Our Business and Industry
The Company’s future revenue and operating results are unpredictable and may fluctuate significantly
Revenue and operating results could remain difficult to forecast and fluctuate significantly.
DroppedRisks Related to Our Business and Industry
If we are unable to maintain our good standing with the social media platforms where we operate, our business will suffer
Dependence on social-media platforms created risks from deteriorating platform relationships or policy compliance.
DroppedRisks Related to Our Business and Industry
The regulation of social media services, and the ban of TikTok in the United States in particular, may threaten our ability to market and promote our services effectively
Changing social-media regulation, especially a potential TikTok U.S. ban, could restrict marketing.
DroppedRisks Related to Our Business and Industry
Risks relating to the blockchain, cryptocurrencies, and NFT industries may cause material adverse effects on our business operations
Cryptocurrency, blockchain, and NFT risks could harm operations and asset values.
DroppedRisks Related to Our Business and Industry
If demand for our services does not develop as expected, our projected revenues and profits will be affected
Insufficient demand for services could prevent projected revenue and profits.
DroppedRisks Related to Our Business and Industry
The Company will be subject to risk associated with the development of new products or services
New product and service development could lack funding or exceed planned timing and budgets.
DroppedRisks Related to Our Business and Industry
The Company may not be able to create and maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets nationally and worldwide. The Company’s success will depend on its ability to keep pace with any such changes
Rapid technological and competitive changes could erode the Company’s competitive advantage.
DroppedRisks Related to Our Business and Industry
The technology area is subject to rapid change, and there are risks associated with new products and services
Continual technology changes required ongoing product improvements and new features.
DroppedRisks Related to Our Business and Industry
If our paying subscribers are not satisfied with our Discord subscription services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability
DroppedRisks Related to Our Business and Industry
Our services are based in a new and unproved market and are subject to the risks of failure inherent in the development of new products and services
DroppedRisks Related to Our Business and Industry
Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business and operating results will be harmed
DroppedRisks Related to Our Business and Industry
The social media, education, and community-based platform sectors are subject to rapid technological change and, to compete, we must continually evolve and upgrade the user experience to enhance our business
DroppedRisks Related to Our Business and Industry
The Company operates in a highly competitive industry and there can be no assurance that the Company will be able to compete successfully
DroppedRisks Related to Our Business and Industry
We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition
DroppedRisks Related to Our Business and Industry
If our co-founders were to experience a loss to their social media followings, it could adversely affect our business, operating results and financial condition
DroppedRisks Related to Our Business and Industry
Our business depends on our ability to attract and retain talented qualified employees or key personnel
DroppedRisks Related to Our Business and Industry
We may not be able to manage future growth effectively
DroppedRisks Related to Our Business and Industry
We may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements
DroppedRisks Related to Our Business and Industry
If the Company fails to develop or protect its intellectual property adequately, the Company’s business could suffer
DroppedRisks Related to Our Business and Industry
The Company’s products, services or processes could be subject to claims of infringement of the intellectual property of others
DroppedRisks Related to Our Business and Industry
We may experience disruption to our servers or our software which could cause us to lose customers
DroppedRisks Related to Our Business and Industry
A failure or breach of our security systems or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses
DroppedRisks Related to Our Business and Industry
Certain stockholders have substantial influence over our company, and their interests may not be aligned with the interests of other stockholders
DroppedRisks Related to Our Business and Industry
Current market conditions and recessionary pressures in one or more of the Company’s markets could impact the Company’s ability to grow its business
DroppedRisks Related to Our Business and Industry
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
DroppedRisks Related to Government Regulation and Being a Public Company
We are not currently registered as an investment adviser and if we should have registered as an investment adviser, our failure to do so could subject us to civil and/or criminal penalties
DroppedRisks Related to Government Regulation and Being a Public Company
We will face growing regulatory and compliance requirements which can be costly and time-consuming
DroppedRisks Related to Government Regulation and Being a Public Company
Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business
DroppedRisks Related to Government Regulation and Being a Public Company
Our business could be negatively impacted by changes in the U.S. political environment
DroppedRisks Related to Government Regulation and Being a Public Company
Our business could be affected by new governmental regulations regarding the Internet
DroppedRisks Related to Government Regulation and Being a Public Company
The requirements of being a public company may strain our resources
DroppedRisks Related to Government Regulation and Being a Public Company
Climate change and increased focus by governmental organizations on sustainability issues, including those related to climate change, may have a material adverse effect on our business and operations
DroppedRisks Related to Government Regulation and Being a Public Company
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
DroppedRisks Related to Government Regulation and Being a Public Company
Our management team has limited experience managing a public company
DroppedRisks Related to Government Regulation and Being a Public Company
Industry and other market data used in this Annual Report and in other periodic reports that we may in the future file with the SEC, including those undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future results
DroppedRisks Related to Ownership of Our Class B Common Stock
Our Class B Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price
DroppedRisks Related to Ownership of Our Class B Common Stock
Volatility in the market price of our Class B Common Stock may prevent investors from being able to sell their shares at or above the price at which they purchased our Class B Common Stock. As a result, you may suffer a loss on your investment
DroppedRisks Related to Ownership of Our Class B Common Stock
We may not be able to maintain a listing of our Class B Common Stock on Nasdaq
DroppedRisks Related to Ownership of Our Class B Common Stock
We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future
DroppedRisks Related to Ownership of Our Class B Common Stock
We have issued and may in the future issue additional debt or equity securities which are senior to our Class B Common Stock as to distributions and in liquidation, which could materially adversely affect the market price of our Class B Common Stock
DroppedRisks Related to Ownership of Our Class B Common Stock
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies
DroppedRisks Related to Ownership of Our Class B Common Stock
As a non-accelerated filer, we are not required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act
DroppedRisks Related to Ownership of Our Class B Common Stock
A non-accelerated filer is not required to file an auditor attestation report on internal control over financial reporting that is otherwise required under Section 404(b) of the Sarbanes-Oxley Act
DroppedRisks Related to Ownership of Our Class B Common Stock
As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders

Reworded

90% rewrittenRisks Related to Nevada Law and Our Charter
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
The risk now covers all securities rather than Class B Common Stock, adds competitors and trading-volume effects, and highlights analyst coverage, outlook deviations, and volatility.
Was: If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline

All 87 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

01We 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 investmentNew
02If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitabilityNew
03Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertaintyNew
04Our proposed bitcoin strategy will subject us to enhanced regulatory oversightNew
05The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoinNew
06Bitcoin 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 securitiesNew
07Bitcoin 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 equivalentsNew
08Our bitcoin strategy has not been tested over a significant period of time or under varying market conditionsNew
09On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchangesNew
10We have an evolving business model and strategyNew
11Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant lossesNew
12Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect its business and operating resultsNew
13A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligationsNew
14Our proposed bitcoin strategies will expose us to risk of non-performance by counterpartiesNew
15Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securitiesNew
16Our assets are, and we expect our future assets will continue to be, concentrated in bitcoinNew
17Future developments regarding the treatment of bitcoin for U.S. and foreign tax purposes could adversely affect our business, operating results, and financial conditionNew
18Bitcoin does not pay interest or dividendsNew
19We 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 allNew
20Adverse economic conditions could adversely affect our businessNew
21The 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 fluctuateNew
22Similar risks will apply to bitcoin underlying any bitcoin-related products we may acquire in the future, and with respect to our historical operating businessesNew
23If 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 affectedNew
24We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authoritiesNew
25Our 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 advisersNew
26Our historical asset management business is subject to business, legal and regulatory obligationsNew
27We 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 securitiesNew
28We 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 investorsNew
29We cannot predict if investors will find our securities less attractive because we may rely on these exemptionsNew

Risks Related to the Combined Company Following the Semler Scientific Merger

30Failure 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 StockNew
31Semler Scientific may have liabilities that are not known to usNew

Risks Related to Our Class A Common Stock

32Insiders have influence over us and could limit your ability to influence the outcome of key transactions, including a change of controlNew
33The Amended & Restated Articles of Incorporation include a corporate opportunity waiverNew
34Some provisions of the Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws may deter third parties from acquiring usNew
35We 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 investmentNew
36Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock priceNew
37A 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 wellNew
38Substantially all of our shares of common stock will be able to be sold, subject to any applicable volume limitations, under federal securities laws with respect to affiliate salesNew
39You may experience future dilution as a result of future equity offeringsNew
40If 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 securitiesNew
41The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders and lower reported diluted earnings per shareNew
42Future 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 StockNew

Risks Related to Nevada Law and Our Charter

43Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in DelawareNew
44Our directors and officers are protected from liability for a broad range of actionsNew
45Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changesNew
46If 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 decline90% rewritten

Risks Related to Our Healthcare Business

47If we do not successfully implement our healthcare solutions strategy, our business and results of operations will be adversely affectedNew
48Physicians 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”) devicesNew
49If 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 acceptanceNew
50QuantaFlo 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 businessNew
51We 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 noticeNew
52Our healthcare business will need to generate significant revenues to regain profitabilityNew
53Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basisNew
54Because 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 provideNew
55We 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 costsNew

Risks Related to Our Healthcare Legal and Regulatory Environment

56Our 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 othersNew
57The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance processNew
58Our business is subject to unannounced inspections by the FDA to determine our compliance with FDA requirementsNew
59If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liabilityNew
60Although 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 LawNew
61We 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 sameNew

Risks Related to Our Healthcare Intellectual Property

62Our healthcare business largely depends on our ability to obtain and protect the proprietary information on which we base our productNew
63We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable termsNew
64We 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 propertyNew
65If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmedNew

Risks Related to Our Preferred Stock

66Although 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 outstandingNew
67Our 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 investorsNew
68We 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 StockNew
69We 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 arrangementNew
70Our SATA Stock has only limited voting rightsNew
71Without 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 stockholdersNew
72The 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 creditorsNew
73The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA StockNew
74Future 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 securitiesNew
75Transactions involving newly issued Class A Common Stock, debt, SATA Stock, or other series of liquidation parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock and our SATA StockNew
76Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipateNew
77Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock under certain circumstances, even though no corresponding distribution of cash has been madeNew
78Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend incomeNew
79The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA StockNew
80A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequencesNew
81For example, notwithstanding our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such Additional Shares constitute fast-pay stock. See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.” aboveNew
82Provisions of our SATA Stock could delay or prevent an otherwise beneficial takeover of usNew
83Your investment in the SATA Stock may be harmed if we redeem the SATA StockNew
84We are not 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 advisersNew
85The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholdersNew
86Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common StockNew

Risks Related to Our Indebtedness

87Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come dueNew

Other Strive 10-Ks

FY2024 10-K risk factors
49 risks
Early-stage operations, continuing losses, unpredictable revenue and possible additional financing dominate the financial risks.
Filed Mar 31, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.