Marketing an initial public offering is not the same as marketing an ordinary product launch. In a U.S.-registered IPO, every communication about the offering must be carefully coordinated because the Securities Act of 1933 strictly regulates offers, sales, publicity, investor outreach, and written materials. In practice, IPO marketing is usually led by the…
Read MoreMessage boards and social platforms can move thinly traded and microcap stocks quickly. That speed is exactly why the U.S. Securities and Exchange Commission (SEC) pays close attention to stock promotions on venues such as InvestorsHub (iHub), Stocktwits, Seeking Alpha, and Investor Village. The biggest compliance issue is simple — if a post is “paid [&helli…
Read MoreIf you intend to raise money using the regulations for crowdfunding or take your company public, you will need to understand how the SEC’s registration statement requirements work, and how you may be able to raise money from the correct application of federal and state exemptions from registration. Crowdfunding is the solution...
Read MoreA short sale transaction can be part of a legitimate trading strategy if done legally. Illegal Short selling...
Read MoreSEC Rule 10b-5 is the primary anti-fraud provision of the federal securities laws. It was adopted pursuant to Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), as amended and is the primary rule used in securities fraud cases. Violations of SEC Rule 10b-5 can result in SEC civil actions and can also be […]
Read MoreOn December 10, 2024, a federal grand jury in Dallas, Texas, returned an indictment charging a Texas businessman for his role in a yearslong scheme involving at least five publicly traded companies. According to court documents, Philip Verges, 59, of Dallas, controlled five publicly traded companies, which he used to engage in an investment fraud […]
Read MoreOn December 11, 2024, the Securities and Exchange Commission (the “SEC“) filed a complaint in the United States District Court for the District of Utah charging five individuals and three entities for their roles in a fraudulent scheme to secretly acquire and dump into public securities markets millions of shares of microcap stocks. Utah [&hell…
Read MoreOn December 6, 2023, a three-count indictment was unsealed in federal court in Brooklyn charging Raymond John Pirrello, Jr., also known as “Ray John,” with securities fraud conspiracy, wire fraud conspiracy and securities fraud relating to a scheme to defraud investors and prospective investors in securities offered by Late Stage Management, LLC through seve…
Read MoreOn September 26, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Texas resident Philip Verges (“Verges”), James D. Tilton, Jr. (“Tilton”), Robert F. Malin, Linda Malin, Esq., and Blue Citi, LLC (“Blue Citi”) for their roles in an alleged scheme to pump-and-dump more than $112 mill…
Read MoreAs summer peaked at the end of July, Meta Materials (MMAT) popped back into the news. What had happened? The company filed a Form 8-K explaining that MMAT, its CEO George Palikaras. and John Brda, the former CEO of Torchlight Energy Resources, the company with which Meta had merged in order to list quickly on […]
Read MoreOn August 10, 2022, the Securities and Exchange Commission (the “SEC”) charged broker-dealer Alpine Securities Corporation, its former Chief Executive Officer Christopher Doubek, and its current Chief Operations Officer Joseph Walsh with engaging in a series of unauthorized securities transactions. According to the SEC’s complaint, filed in…
Read MoreOn June 9, 2022, the Securities and Exchange Commission (the “SEC”) charged Trends Investments Inc. and five individuals, Clinton Greyling of Florida, Leslie Greyling (Clinton’s father, a resident of the United Kingdom), former Massachusetts resident Brandon Rossetti, Roger Bendelac and Thomas Capellini in connection with a securities fraud…
Read MoreOn January 19, 2022, the Securities and Exchange Commission charged securities fraud recidivist Phillip W. Offill, Jr. and Justin W. Herman (a former FINRA registered broker) with misappropriating and selling millions of shares of a penny stock company using forged documents and sham transactions. The SEC’s complaint alleges that, shortly upon being re…
Read MoreOn November 9, 2021, the Securities and Exchange Commission charged four individuals and their companies, including a securities fraud recidivist, with scheming to issue free-trading shares of two penny stock companies through the use of bogus documents in 3(a)(10) court proceedings and backdated promissory notes. The SEC’s complaint named New York-ba…
Read MoreOn November 19, 2020, the United States Attorney William M. McSwain filed a superseded Indictment against Jeffrey D Martin, 61, of Orlando, FL. Martin was charged with conspiracy and multiple counts of securities fraud and wire fraud, related to his manipulation of several publicly-traded securities in a “pump and dump” scheme in which Martin and his co-sche…
Read MoreOn October 6, 2020, the Securities and Exchange Commission (the “SEC”) charged businessman and computer programmer, John McAfee, for promoting investments in initial coin offerings (ICOs) to his Twitter followers without disclosing that he was paid to do so. McAfee's bodyguard, Jimmy Watson, Jr., was also charged for his role in the alleged scheme.
Read MoreOn May 9,2019, the SEC charged Danny Williams, the former President of Quality Companies, LLC, a former subsidiary of Indianapolis-based Celadon Group Inc., with an accounting fraud that allowed Celadon to avoid disclosing substantial losses and misrepresent its financial condition. According to the SEC’s complaint, between mid-2016 and April 2017, Dan…
Read MoreOn April 29,2019, the SEC charged James Siniscalchi, a New York City man with continuing a previously charged scheme, stealing millions of dollars from investors who were allegedly falsely promised their funds would be used for the purchase and resale of tickets to Broadway shows and a sporting event. According to the SEC’s complaint, James Siniscalchi…
Read MoreThe SEC charged on April 25,2019, an Indianapolis-based Celadon Group Inc. with an accounting fraud that allowed the truckload freight company to avoid disclosing substantial losses and misrepresent its financial condition. In a complaint filed in federal court in Indianapolis, the SEC charged that between mid-2016 and April 2017, Celadon avoided recognizing…
Read MoreThe SEC charged Morrie Tobin and three other individuals for their roles in a scheme to profit from the manipulation and illegal sale of stock of two publicly traded companies, Environmental Packaging Technologies Holdings, Inc. and CURE Pharmaceutical Holding Corp. According to the SEC’s complaint, Morrie Tobin, a California resident, worked with co-d…
Read MoreOn April 4, 2018, the Securities and Exchange Commission (“SEC”) charged Gregory Bercowy with a fraudulent scheme to manipulate the stock price of Aureus, Inc., a penny stock company incorporated in Nevada. The SEC alleges that between August 4 and August 15, 2016, Gregory Bercowy, who is associated with a state-registered investment adviser, sol…
Read MoreOn March 2, 2018, the Securities and Exchange Commission The SEC announced securities fraud charges against Beaufort Securities, a U.K.-based broker-dealer and its investment manager in connection with manipulative trading in the securities a U.S.-based microcap issuer. The SEC also announced charges against HD View’s CEO, another individual, and thre…
Read MoreOn September 20, 2017, the Securities and Exchange Commission (“SEC”) charged Peter Chang, the former CEO of a Silicon Valley-based fiber optics company, with insider trading in company stock by using secret brokerage accounts held in the names of his wife and brother. The SEC alleges that Peter Chang, who also was the founder and chairman [&hell…
Read MoreOn September 13, 2017, the Securities and Exchange Commission (“SEC”) announced that Mayank Gupta, a former auditor, has agreed to settle charges that he tipped his relative with inside information about a client on the verge of a merger. The SEC’s complaint alleges that, through his audit work at PricewaterhouseCoopers LLP, Mayank Gupta le…
Read MoreOn August 31, 2017, the Securities and Exchange Commission (“SEC”) charged Connecticut-based broker representative and investment adviser Leon Vaccarelli and his company with fraudulently persuading several elderly customers to invest with him and then spending their money on his own living and business expenses. The SEC’s complaint alleges…
Read MoreOn August 21, 2017, the Securities and Exchange Commission (“SEC”) has obtained a final judgment against Adesh Tyagi, the former CEO of a penny stock company charged with making false claims in press releases and engaging in manipulative trading in company stock. The final judgment, entered by consent on August 17, 2017 by the Honorable Jeffrey S…
Read MoreOn August 16, 2017, the Securities and Exchange Commission (“SEC”) announced that it has obtained final judgments against DiMaria and Gamsey, two former executives of Bankrate Inc. In September 2015, the SEC charged the two executives, Edward DiMaria and Matthew Gamsey, with fraudulently manipulating the company’s financial results to meet…
Read MoreOn June 27, 2017, the Honorable Douglas P. Woodlock of the U.S. District Court for the District of Massachusetts entered final judgments against the former CEO and CFO of LocatePlus Holdings Corp, a Massachusetts-based information technology company. The SEC charged Jon Latorella of Marblehead, Massachusetts and James Fields of Brookline, Massachusetts with…
Read MoreOn July 12, 2017, the Securities and Exchange Commission (“SEC”) announced insider trading charges against Fei Yan, a research scientist, who allegedly searched the internet for “how sec detect unusual trade” before making a trade that the agency flagged as suspicious through data analysis. The SEC’s complaint alleges that Fei Yan loaded up on st…
Read MoreOn July 5, 2017, the Securities and Exchange Commission (“SEC”) announced that it has obtained a final judgment against Ryan Petersen, the former chief executive officer of OCZ Technology Group Inc. whom the SEC charged with an accounting fraud at the now-bankrupt seller of computer memory storage and power supply devices. The final judgment, ent…
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