A shareholder of Semler Scientific, a healthcare technology firm, has filed a lawsuit aimed at blocking the company’s planned merger with Strive, the asset manager transformed into a Bitcoin treasury firm under the leadership of former US presidential candidate Vivek Ramaswamy.
In a complaint submitted in the US District Court for the Northern District of Illinois, plaintiff Terry Tran alleges that Semler Scientific and its board of directors breached Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which prohibit misleading shareholder voting materials and hold company leaders accountable for such infractions.
“The Registration Statement is materially incomplete and misleading regarding the financial impacts of the Proposed Transaction on the combined entity and the financial fairness of the Proposed Transaction,” the complaint asserts.
As per the deal revealed in September, Strive — which recently merged with Asset Entities to form a publicly traded Bitcoin treasury company — intends to acquire Semler Scientific via a stock-for-stock exchange. Semler shareholders would receive 21.05 shares of Strive Class A common stock for every Semler share they hold.
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Lawsuit claims Semler board misled shareholders
The lawsuit alleges that the Semler board, including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang, and Daniel Messina, did not provide enough information regarding the financial fairness of the merger and its effects on shareholders.
The plaintiff is requesting the court to pause the shareholder vote or any actions towards finalizing the merger until the company issues corrective disclosures that fill the gaps in the proxy statement. If the merger has already been executed, Tran seeks either to annul the deal or obtain monetary damages.
If the court issues the injunction, the merger could encounter substantial delays. This case, filed on Tuesday, is being managed by Ademi & Fruchter, a securities litigation firm based in Wisconsin.
Semler Scientific is a health-tech company that adopted Bitcoin as its primary treasury reserve asset in 2024, steadily increasing its holdings through multiple acquisitions.
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Strive, Semler among top 20 Bitcoin treasury firms
The leading Bitcoin treasury holders include Strategy (MicroStrategy) with a large 640,250 BTC, followed by MARA Holdings with 53,250 BTC and Cantor Fitzgerald-backed Twenty One Capital (XXI) with 43,514 BTC.
Further on the list, Strive and Semler Scientific are recognized as smaller yet significant players among public Bitcoin holders, ranking 17th and 20th, with 5,885 BTC and 5,021 BTC, respectively.
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