A shareholder of healthcare technology company Semler Scientific has filed a lawsuit seeking to block the company’s proposed merger with Strive, the asset manager turned Bitcoin Treasury Company headed 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 prohibited the misrepresentation of shareholder voting materials and held company executives liable for violations.
“The registration statement is materially incomplete and misleading with respect to the financial effects 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, will strive – an asset management company that recently combined with asset entities To become a publicly traded Bitcoin (BTC) Treasury Company – Plan 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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The lawsuit claims it defrauded Semler’s shareholders
Tran’s lawsuit alleges that Semler’s 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 that address the gaps in the proxy statement. If the deal goes through, Tran seeks to cancel the merger or obtain monetary damages.
If the court grants an injunction, the merger may face significant delays. The suit, filed Tuesday, is being handled by Ademi & Fruchter, a Wisconsin-based securities litigation firm.
Semler Scientific is a tech-tech company that has adopted Bitcoin as the primary asset of the Treasury reserve in 2024 and has Its holdings continue to build through multiple purchases.
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Work hard, semler among the top 20 Bitcoin Treasury firms
The top Bitcoin Treasury holders are led by 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.
Further down the list, Strive and Semler Scientific stand out as smaller but prominent entrants among public bitcoin holders, ranking 17th and 20th, with 5,885 BTC and 5,021 BTC, respectively.
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