A shareholder of healthcare technology firm Semler Scientific has filed a lawsuit to block the company’s planned merger with Strive, a Bitcoin-focused asset management firm led by former presidential candidate Vivek Ramaswamy.
The complaint, filed in the U.S. District Court for the Northern District of Illinois, alleges that Semler and its board violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.
The lawsuit, brought by shareholder Terry Tran, argues that the company provided misleading materials to shareholders regarding the financial impact and fairness of the proposed transaction.
“The Registration Statement is materially incomplete and misleading with respect to the financial impacts of the Proposed Transaction on the combined company and the financial fairness of the Proposed Transaction,” the complaint states.
The merger, announced in September, would have Strive acquire Semler through a stock-for-stock transaction.
Semler shareholders would receive 21.05 shares of Strive Class A common stock for each Semler share.
Tran’s lawsuit names Semler CEO Douglas Murphy-Chutorian and board members Eric Semler, William Chang, and Daniel Messina as defendants.
The plaintiff seeks to halt the shareholder vote or any merger-related actions until the company issues corrective disclosures.
If the merger has already been completed, Tran requests that it be canceled or that monetary damages be awarded.
The lawsuit could delay the merger significantly if an injunction is granted.
Semler Scientific, which adopted Bitcoin as its primary treasury asset in 2024, has been steadily increasing its holdings through multiple purchases.
Strive and Semler Scientific are ranked among the top 20 public companies holding Bitcoin, with 5,885 BTC and 5,021 BTC respectively.
Top holders include MicroStrategy, MARA Holdings, and Twenty One Capital.
The case is being handled by Wisconsin-based securities litigation firm Ademi & Fruchter.