- Terry Tran, a Semler Scientific shareholder, sued the firm to halt its proposed stock-for-stock merger with Strive, alleging federal securities law violations in the investor materials.
- The complaint claims the registration statement lacks material financial information and insufficient detail for Semler investors to make an informed vote on the transaction’s fairness.
- The suit seeks an injunction blocking the merger vote and, if the merger proceeds, demands rescission or monetary damages.
Things are getting heated at the Semler Scientific shareholders’ table.
Terry Tran, a Semler Scientific shareholder, sued the firm to halt its proposed stock-for-stock merger with Strive, alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in the materials sent to investors, according to Bloomberg.
The complaint, filed by Ademi & Fruchter in the US District Court for the Northern District of Illinois, claims the registration statement deliberately skips material information about the deal’s financial impacts and the transaction’s fairness to Semler investors.
The suit names the Semler board, including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang, and Daniel Messina, and asserts they failed to provide sufficient detail for an informed vote.
The plaintiff seeks an injunction blocking the vote and any steps toward closing until corrective disclosures are issued. If the merger proceeds, the suit seeks rescission or monetary damages.
A few months ago, VanEck’s head of digital asset research, Matthew Sigel, warned that the BTC accumulation fever could backfire for companies if equity prices plunge far below the value of their crypto holdings, putting Semler Scientific as an example.
Related: NYC Launches First-Ever Mayoral Office for Digital Assets and Blockchain
From Healthcare to Bitcoin
Semler is a healthcare technology firm that adopted Bitcoin as its primary treasury reserve asset in 2024. Back in May, the company bought US$50 million (AU$77 million) in Bitcoin, currently owning 5,021 BTC, as per data from BitcoinTreasuries.
Strive, led by Vivek Ramaswamy, repositioned into a public Bitcoin treasury company after combining with Asset Entities. The firm owns about 5,885 BTC.
If the court grants an injunction, the merger timeline would likely be delayed. Under the September agreement, Strive plans to acquire Semler through an all-stock exchange. Semler shareholders would receive 21.05 shares of Strive Class A common stock for each Semler share.
Bitcoin is currently trading at US$108,767 (AU$167,465), a 9.7% decrease in the last week and 6% in the past 30 days, as per CoinMarketCap.
Related: Chainalysis: US and UK Target US$15B Crypto Crime Network Tied to Prince Group and Chen Zhi
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