Shareholders of healthcare technology company Semler Scientific have filed a lawsuit seeking to block the company’s proposed merger with Strive, the asset management firm turned Bitcoin treasury firm led by former US presidential candidate Vivek Ramaswami.
According to a complaint filed in the U.S. District Court for the Northern District of Illinois, plaintiff Terry Tran accuses Semler Scientific, Inc. and its board of directors of violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which prohibit misleading stockholder voting materials and make corporate managers liable for their violations.
“The registration statement is materially incomplete and misleading regarding the financial impact of the proposed transaction on the combined company and the financial fairness of the proposed transaction,” the complaint states.
Under a deal announced in September, asset management firm Strive, which 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.
Excerpt from the complaint. Source: Bloomberg Law
Related: 48 new Bitcoin bonds emerge in just 3 months: Bitwise
Lawsuit claims Semler board misled shareholders
Tran’s lawsuit alleges that the Semler board, which includes CEO Douglas Murphy Tutorian and directors Eric Semler, William Chan and Daniel Messina, failed to disclose sufficient details about the financial fairness of the deal and its impact on shareholders.
The plaintiffs are asking the court to halt any stockholder vote or any action to complete the merger until the company makes corrective disclosures that correct the proxy deficiencies. If the transaction has already taken place, Mr. Tran is seeking to halt the merger or seek financial damages.
If the court grants the injunction, the merger could be significantly delayed. The lawsuit was filed Tuesday and is being handled by Ademi & Fruchter, a Wisconsin-based securities litigation firm.
Semler Scientific is a health tech company that adopted Bitcoin as its primary treasury reserve asset in 2024 and has steadily built up its holdings through multiple purchases.
Related: With some exceptions, the stock prices of virtual currency government bonds have fallen due to the market downturn.
Strive and Semler named among top 20 Bitcoin finance companies
The top Bitcoin treasury holders are Strategy (MicroStrategy) with a whopping 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 Financial Companies. Source: BitcoinTreasuries.Net
At the bottom of 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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