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A shareholder of healthcare exertion institution Semler Scientific has filed a suit seeking to artifact the company’s projected merger with Strive, the plus manager turned Bitcoin treasury institution led by erstwhile US statesmanlike campaigner Vivek Ramaswamy.
According to a complaint filed successful the US District Court for the Northern District of Illinois, plaintiff Terry Tran accused Semler Scientific and its committee of directors of violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which prohibition misleading shareholder ballot materials and clasp institution leaders liable for those violations.
“The Registration Statement is materially incomplete and misleading with respect to the fiscal impacts of the Proposed Transaction connected the combined institution and the fiscal fairness of the Proposed Transaction,” the ailment argues.
Under the woody announced successful September, Strive — an plus absorption institution that precocious merged with Asset Entities to go a publically traded Bitcoin (BTC) treasury institution — plans to get Semler Scientific done a stock-for-stock transaction. Shareholders of Semler would person 21.05 shares of Strive Class A communal banal for each Semler stock they own.
An excerpt from the complaint. Source: Bloomberg LawRelated: 48 caller Bitcoin treasuries popped up successful conscionable 3 months: Bitwise
Lawsuit claims Semler committee misled shareholders
Tran’s suit claims that the Semler board, including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang and Daniel Messina, failed to disclose capable details astir the fiscal fairness of the woody and its implications for shareholders.
The plaintiff is asking the tribunal to halt the shareholder ballot oregon immoderate steps toward completing the merger until the institution issues corrective disclosures addressing the gaps successful the proxy statement. If the woody has already been executed, Tran seeks to cancel the merger oregon get monetary damages.
If the tribunal grants the injunction, the merger could look important delays. The case, filed connected Tuesday, is being handled by Ademi & Fruchter, a Wisconsin-based securities litigation firm.
Semler Scientific is simply a health-tech steadfast that adopted Bitcoin arsenic its superior treasury reserve plus successful 2024 and has steadily built up its holdings through aggregate purchases.
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Strive, Semler among apical 20 Bitcoin treasury firms
The apical Bitcoin treasury holders are led by Strategy (MicroStrategy) with a monolithic 640,250 BTC, followed by MARA Holdings with 53,250 BTC and Cantor Fitzgerald-backed Twenty One Capital (XXI) with 43,514 BTC.
Top 20 Bitcoin treasury companies. Source: BitcoinTreasuries.NetFurther down the list, Strive and Semler Scientific basal retired arsenic smaller but notable entrants among nationalist Bitcoin holders, ranking 17th and 20th, with 5,885 BTC and 5,021 BTC, respectively.
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