Semler Scientific Faces Legal Challenge Over Proposed Merger with Strive

According to Cointelegraph, a shareholder of Semler Scientific, a healthcare technology company, has initiated legal action to prevent the company's proposed merger with Strive, an asset manager that has transitioned into a Bitcoin treasury company under the leadership of former U.S. presidential candidate Vivek Ramaswamy. The lawsuit, filed by plaintiff Terry Tran in the U.S. District Court for the Northern District of Illinois, accuses Semler Scientific and its board of directors of breaching Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. These sections prohibit misleading materials related to shareholder votes and hold company leaders accountable for such violations. The complaint argues that the registration statement is materially incomplete and misleading, particularly concerning the financial impacts of the proposed transaction on the combined company and the financial fairness of the deal. Announced in September, the merger involves Strive acquiring Semler Scientific through a stock-for-stock transaction, where Semler shareholders would receive 21.05 shares of Strive Class A common stock for each Semler share they own. Tran's lawsuit claims that the Semler board, including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang, and Daniel Messina, failed to provide adequate details about the financial fairness of the merger and its implications for shareholders. The plaintiff seeks to halt the shareholder vote or any progress toward completing the merger until the company issues corrective disclosures addressing the gaps in the proxy statement. If the merger has already been executed, Tran aims to cancel the deal or obtain monetary damages. Should the court grant the injunction, the merger could experience significant delays. The case is being managed by Ademi & Fruchter, a securities litigation firm based in Wisconsin. Semler Scientific, a health-tech firm, adopted Bitcoin as its primary treasury reserve asset in 2024 and has been steadily increasing its holdings through multiple purchases. Strive and Semler Scientific are notable among the top 20 Bitcoin treasury firms, with Strive ranking 17th and Semler 20th, holding 5,885 BTC and 5,021 BTC, respectively. The leading Bitcoin treasury holders include Strategy (MicroStrategy) with 640,250 BTC, MARA Holdings with 53,250 BTC, and Cantor Fitzgerald-backed Twenty One Capital (XXI) with 43,514 BTC. These developments highlight the growing interest and involvement of companies in Bitcoin as a treasury asset.