A shareholder of healthcare technology company Semler Scientific filed a lawsuit seeking to block the company’s proposed merger with Strive, the asset manager turned bitcoin treasury company led by former US presidential candidate Vivek Ramaswamy.
according to a Complaint Filed in the U.S. District Court for the Northern District of Illinois, plaintiff Terry Tran accuses Semler Scientific and its board of directors of violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which ban misleading shareholder voting materials and hold company leaders liable for those violations.
“The registration statement is materially incomplete and misleading with respect to the financial impacts of the proposed transaction on the combined company and the financial fairness of the proposed transaction,” the complaint said.
Under the deal announced in September, Strive – an asset management company that recently merged with Asset Entities to become a publicly traded Bitcoin (BTC) treasury company – plans to acquire Semler Scientific through a stock-for-stock transaction. Semler shareholders will receive 21.05 shares of Strive Class A common stock for each Semler share they own.
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Lawsuit claims Semler board misled shareholders
Tran’s lawsuit claims that the Semler board, including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang and Daniel Messina, failed to disclose sufficient details about the financial fairness of the deal and its implications for shareholders.
The plaintiffs are asking the court to block a shareholder vote or any steps toward completing the merger until the company issues corrective disclosures addressing the gaps in the proxy statement. If the deal has already been executed, Tran may want to cancel the merger or receive monetary damages.
If the court grants an injunction, the merger could be significantly delayed. The case, filed Tuesday, is being handled by Adeyemi & Fruchter, a Wisconsin-based securities litigation firm.
Semler Scientific is a health-tech firm that adopted Bitcoin as its primary treasury reserve asset in 2024 and has steadily built its holdings through multiple purchases.
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Strive, Semler join top 20 Bitcoin treasury firms
The top Bitcoin treasury holders are led by Strategy& (MicroStrategy) with 640,250 BTC, followed by MARA Holdings with 53,250 BTC, and Cantor Fitzgerald-backed Twenty One Capital (XXI) with 43,514 BTC.
Further down the list, Strive and Semler Scientific stand out as small but notable entrants among public Bitcoin holders, ranking 17th and 20th with 5,885 BTC and 5,021 BTC respectively.
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