What changed in this filing

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Item 5. Other Information

2025-11-14 compared with 2025-08-05 · 92 added, 60 removed, 3 unchanged (98% of the section changed)

Other Information

We have no information to disclose that was required

to be disclosed in a Current Report on Form 8-K during the three months ended June 30, 2025 but was not reported.

None of our directors or “officers,”

as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1

trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended June 30, 2025.

Agreement and Plan of Merger among Asset Entities Inc., Alpha Merger Sub, LLC, Strive Enterprises, Inc., and Strive Asset Management, LLC, dated as of May 6, 2025 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 7, 2025)

Amended and Restated Agreement and Plan of Merger among Asset Entities Inc., Alpha Merger Sub, Inc.

and Strive Enterprises, Inc., dated as of June 27, 2025 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on July 3, 2025)

Articles of Incorporation of Asset Entities Inc.

(incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on September 2, 2022)

Certificate of Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on May 24, 2024 (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on June 7, 2024)

Certificate of Amendment to Designation of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on June 14, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 20, 2024)

Certificate of Change of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on June 27, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 28, 2024)

Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada at 9:58 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1 filed on October 31, 2024)

Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada at 11:38 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.7 to Registration Statement on Form S-1 filed on October 31, 2024)

Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on January 22, 2025 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on January 22, 2025)

Bylaws of Asset Entities Inc.

(incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on September 2, 2022)

Form of Pre-Funded Warrant (included as an exhibit to Exhibit 10.3)

Form of Warrant (included as an exhibit to Exhibit 10.3)

Voting and Support Agreement by and among Strive Enterprises, Inc.

and certain stockholders of Asset Entities Inc., dated as of May 6, 2025 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 7, 2025)

Amended and Restated Voting and Support Agreement by and among Strive Enterprises, Inc.

and certain stockholders of Asset Entities Inc., dated as of June 27, 2025 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 3, 2025)

Form of Subscription Agreement, dated May 26, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc.

and the subscribers party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 27, 2025)

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Annexes, schedules and exhibits have been omitted pursuant to

Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules

and exhibits upon request by the SEC.

** Filed herewith

*** Furnished herewith

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

August 5, 2025

Rule 10b5-1 Information

None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.

INDEX TO EXHIBITS

Number Description

2.1** Agreement and Plan of Merger, dated as of September 22, 2025, by and between Strive, Inc.

and Semler Scientific, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 22, 2025).

3.1 Amended and Restated Articles of Incorporation of Strive, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

3.2 Certificate of Amendment, dated October 8, 2025 (effective December 31, 2025), and Certificate of Correction, dated October 13, 2025, to the Amended and Restated Articles of Incorporation of Strive, Inc., as filed with the Secretary of State of the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 14, 2025).

3.3 Amended and Restated Bylaws of Strive, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

3.4 Amended and Restated Bylaws of Strive, Inc.

(effective December 31, 2025) (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 14, 2025).

3.5 Certificate of Designation of Variable Rate Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 10, 2025).

4.1 Shareholders Agreement, dated as of September 12, 2025, by and among the Company and the shareholders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.2 Registration Rights Agreement, dated as of September 12, 2025, by and among Strive, Inc.

and the persons listed on Schedule A thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.3 First Amendment to the First Amended and Restated Investors’ Rights Agreement, dated as of September 12, 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.5 Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

4.6 Form of Certificate of Variable Rate Series A Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 10, 2025).

10.1 Assignment and Assumption Agreement dated August 18, 2025, by and among Asset Entities Inc., Hybrid Assets LLC and Jeff Blue (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 20, 2025).

10.2 Letter Agreement dated August 18, 2025, between Asset Entities Inc.

and Hybrid Assets LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 20, 2025).

10.3 Form of Exchange Agreement, dated August 22, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc.

and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2025).

10.4 Notice of Termination between Asset Entities Inc.

and A.G.P./Alliance Global Partners, dated as of September 8, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.5† Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.6 Separation Agreement and Release of Claims between Asset Entities Inc.

and Matthew Krueger, dated as of September 10, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.7 Separation Agreement and Release of Claims between Asset Entities Inc.

and Michael Gaubert, dated as of September 10, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 12, 2025).

10.8 Form of Amendment No.

1 to the Sale and Subscription Agreements, dated as of September 15, 2025, by and between Strive, Inc.

and the subscribers party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025).

10.9 Controlled Equity OfferingSM Sales Agreement, dated as of September 15, 2025, by and between, Strive, Inc.

and Cantor Fitzgerald & Co.

(incorporated by reference to Exhibit 1.2 to the Form S-3 filed on September 15, 2025 (File No.

333-290252)).

10.10† Amended and Restated Strive Enterprises, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.11† Form of Restricted Stock Award Agreement for Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.12† Form of Restricted Stock Unit Award Agreement for Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-4 filed on August 5, 2025 (File No.

333-289280)).

10.13† Asset Entities Inc.

/s/ Arshia Sarkhani

Arshia Sarkhani

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Matthew Krueger

Matthew Krueger

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.14† Form of Stock Option Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.15† Form of Restricted Stock Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.16† Form of Restricted Stock Unit Award Agreement for Asset Entities Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on September 2, 2022 (File No.:

333-267258)).

10.17† Strive, Inc.

Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 filed on September 15, 2025 (File No.

333-290254)).

10.18†* Employment Agreement between Strive, Inc.

and Matthew Cole, dated as of September 15, 2025.

10.19†* Employment Agreement between Strive, Inc.

and Benjamin Bartley Pham, dated as of September 15, 2025.

10.20†* Employment Agreement between Strive, Inc.

and Brian Logan Beirne, dated as of September 15, 2025.

10.21†* Employment Agreement between Strive, Inc.

and Arshia Sarkhani, dated as of September 15, 2025.

31.1* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

31.2* Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer.

32.1* Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

† Executive compensation plan or arrangement.

* Filed or furnished herewith.

** All schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulations S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Matthew Cole

Chief Executive Officer

November 14, 2025

/s/ Benjamin Pham

Benjamin Pham

Chief Financial Officer

(Principal Accounting and Financial Officer)

November 14, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information