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 US District Court for the Northern District of Illinois, plaintiff Terry Tran accused 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. Shareholders of Semler would receive 21.05 shares of Strive Class A common stock for each Semler share they own.
An excerpt from the complaint. Source: Bloomberg Law
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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 plaintiff is asking the court to halt the 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 seeks to cancel the merger or obtain monetary damages.
If the court grants the injunction, the merger could face significant delays. The case, filed on Tuesday, is being handled by Ademi & 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 up its holdings through multiple purchases.
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Strive, Semler among top 20 Bitcoin treasury firms
The top Bitcoin treasury holders are led by Strategy (MicroStrategy) with a massive 640,250 BTC, followed by MARA Holdings with 53,250 BTC and Cantor Fitzgerald-backed Twenty One Capital (XXI) with 43,514 BTC.
Top 20 Bitcoin treasury companies. Source: BitcoinTreasuries.Net
Further down the list, Strive and Semler Scientific stand out as smaller but notable entrants among public Bitcoin holders, ranking 17th and 20th, with 5,885 BTC and 5,021 BTC, respectively.
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