A shareholder in healthcare technology company Semalr Scientific filed a lawsuit to block the company’s proposed merger with the struggling, asset manager turned bitcoin treasury company headed by former US presidential candidate Vivek Ramaswamy.
According to a complaint filed in the U.S. District Court for the Northern District of Illinois, plaintiff Terry Tran alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which prohibit misleading voting materials to shareholders and hold company executives liable for those violations.
“The registration statement is materially incomplete and misleading with respect to the financial impact of the proposed transaction on the combined company and the financial fairness of the proposed transaction,” the complaint said.
Under the deal announced in September, an asset management company that recently merged with asset institutions to become a publicly traded bitcoin (BTC) treasury company plans to acquire Semlar Scientific in a stock-for-stock transaction. Semler shareholders will receive 21.05 shares of Struggle Class A common stock for each Semler share.
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The lawsuit claims the Semler board misled shareholders
Tran’s lawsuit claims that the Semler board, including CEO Douglas Murphy-Chautorian and directors Eric Semler, William Chang and Daniel Messina, failed to disclose sufficient details about the financial fairness of the deal and its implications for shareholders.
The plaintiff is asking the court to block any shareholder vote or move toward completing the merger until the company issues corrective disclosures to address the deficiencies in the proxy statement. If the contract has already been executed, Tran seeks to rescind the merger or obtain monetary damages.
If the court grants an injunction, the merger could be significantly delayed. The lawsuit, filed Tuesday, is being handled by Ademi & Fruchter, a Wisconsin-based securities litigation firm.
Semler Scientific is a health tech firm that adopted Bitcoin as its primary treasury reserve asset in 2024 and has steadily built up its holdings through multiple acquisitions.
Related: With few exceptions, crypto-treasury stocks tend to fall along with the markets
Struggle, Seemler in Top 20 Bitcoin Treasury Firms
The top bitcoin treasury holders are led by Strategy (MicroStrategy) with a massive 640,250 BTC, followed by Mara Holdings with 53,250 BTC and Cantor Fitzgerald-backed Base One Capital (XXI) with 43,514 BTC.
Apart from this list, Struggle and Semler Scientific stand out as small but notable entries among public bitcoin holders, ranking 17th and 20th with 5,885 BTC and 5,021 BTC, respectively.
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