A shareholder of Semler Scientific has filed a lawsuit to block the company's planned $1.34 billion merger with Strive Asset Management, a firm focused on Bitcoin investments. The complaint, filed in both the Delaware Court of Chancery and the US District Court for the Northern District of Illinois, alleges that the deal fails to adequately consider shareholder interests and exposes them to excessive risk due to Bitcoin's price volatility.
The merger, announced in September 2025, involves a stock-for-stock transaction where Semler shareholders would receive 21.05 shares of Strive Class A common stock for each Semler share, representing a 210% premium over Semler's market value at the time. If completed, the combined entity would hold approximately 10,900 BTC, making it one of the world's largest corporate Bitcoin holdings. Strive currently ranks 17th among public Bitcoin holders with 5,885 BTC, while Semler holds 5,021 BTC.
The lawsuit, brought by shareholder Terry Tran, accuses Semler's board—including CEO Douglas Murphy-Chutorian and members Eric Semler, William Chang, and Daniel Messina—of violating the Securities Exchange Act of 1934 by issuing materially incomplete and misleading disclosures. It claims the board rushed the merger process, reportedly finalized within a week, without sufficient research into regulatory and financial impacts, particularly regarding Bitcoin's volatility. The plaintiff seeks corrective disclosures, an injunction to delay the shareholder vote, or potential annulment of the deal.
Initially, Semler's stock rose on news of the premium offer, but investor concerns have since emerged about the sustainability of combining a healthcare business with a cryptocurrency-heavy balance sheet. This case highlights growing tensions between traditional corporate governance and Bitcoin treasury strategies, with potential implications for future hybrid mergers in the crypto space.
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