tl;dr
A shareholder sues Semler Scientific, alleging the board concealed critical financial details about its Bitcoin-focused merger with Strive, sparking a legal showdown over transparency in corporate crypto deals.
**Shareholder Sues Semler Scientific Over Bitcoin-Treasury Merger, Alleges Board Misconduct**
A shareholder of Semler Scientific, a healthcare technology company, has launched a lawsuit to block the firm’s proposed merger with Strive, a Bitcoin-focused asset management company led by former U.S. presidential candidate Vivek Ramaswamy. The legal action, filed in the U.S. District Court for the Northern District of Illinois, alleges that Semler’s board of directors violated federal securities laws by failing to disclose critical financial details about the deal.
The plaintiff, Terry Tran, claims that the merger’s registration statement is “materially incomplete and misleading” in its assessment of the transaction’s financial impacts and fairness to shareholders. The lawsuit specifically targets 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 violations.
### The Merger Details
Under the proposed deal, announced in September, Strive plans to acquire Semler Scientific through a stock-for-stock transaction. Shareholders of Semler would receive 21.05 shares of Strive Class A common stock for each Semler share they own. Strive, which recently merged with Asset Entities to become a publicly traded Bitcoin treasury company, has positioned itself as a leader in corporate Bitcoin adoption.
However, Tran’s complaint accuses Semler’s board—including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang, and Daniel Messina—of withholding key information about the financial implications of the merger. The plaintiff argues that the proxy statement lacks transparency regarding the deal’s fairness, leaving shareholders unable to make informed decisions.
### Legal Demands and Potential Implications
Tran is seeking a court injunction to halt the shareholder vote or any further steps toward completing the merger until Semler issues corrected disclosures. If the merger has already been finalized, the lawsuit requests its cancellation or monetary damages. The case, handled by Wisconsin-based securities litigation firm Ademi & Fruchter, could delay the transaction significantly if the court grants the injunction.
The legal battle underscores growing scrutiny of corporate mergers involving Bitcoin treasuries, a trend that has gained momentum in recent years. Semler Scientific, which adopted Bitcoin as its primary treasury reserve in 2024, has steadily increased its holdings through strategic purchases. The company currently ranks 20th among top Bitcoin treasury firms, holding 5,021 BTC, while Strive sits 17th with 5,885 BTC.
### Broader Context in the Bitcoin Economy
The lawsuit comes amid heightened interest in Bitcoin as a corporate asset. MicroStrategy leads the pack with 640,250 BTC, followed by MARA Holdings and Twenty One Capital. Strive and Semler’s inclusion in the top 20 highlights their role as smaller but significant players in the evolving Bitcoin treasury landscape.
For now, the outcome of Tran’s lawsuit could set a precedent for how companies disclose financial risks and benefits in mergers involving digital assets. As the legal process unfolds, stakeholders will be closely watching for developments that may shape the future of corporate Bitcoin strategies and shareholder rights.
This case not only affects Semler and Strive but also raises broader questions about transparency and accountability in the intersection of technology, finance, and cryptocurrency.