SEC Wins $10.2 Million Judgment Against Justin W. Keener d/b/a JMJ Financial For Acting As Unregistered Penny Stock Dealer

On December 20, 2022, Judge Beth Bloom of the United States District Court for the Southern District of Florida entered a final judgment against Justin W. Keener d/b/a JMJ Financial.

The SEC’s complaint alleged that Keener failed to register as a securities dealer with the SEC, or to associate with a registered dealer, when he bought and sold billions of newly issued shares of penny stock from at least January 2015 through January 2018. Keener obtained the shares directly from issuers after converting debt securities known as convertible notes. By failing to register, Keener avoided certain regulatory obligations for dealers that govern their conduct in the marketplace, including regulatory inspections and oversight, financial responsibility requirements, and maintaining books and records.

The court previously granted summary judgment to the Commission. On January 21, 2022, the court ruled that Keener met the statutory definition of dealer because he operated a regular business of buying and selling securities for his own account. The court found that his failure to register as a dealer, or associate with a registered dealer, violated the dealer registration provisions of Section 15(a) of the Securities Exchange Act of 1934.

In its final judgment, the court ordered Keener to pay disgorgement of $7,786,639, prejudgment interest of $1,425,266, and a civil penalty of $1,030,000, for a total judgment of $10,241,905.

The court also entered a permanent injunction and five year penny stock bar against Keener and ordered him to surrender for cancellation certain stock and conversion rights under existing convertible securities.


To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

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Brenda Hamilton, Securities Attorney
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