You searched for unregistered dealers - Hamilton & Associates Law Group, P.A.

Search results for: unregistered dealers

SEC Settles with Morningview Financial, LLC and Its Managing Member, Miles M. Riccio, Alleged to Have Acted as Unregistered Dealers

On December 23, 2024, the United States District Court for the Southern District of New York entered final judgments on consent against Defendant Morningview Financial, LLC, a company alleged to have acted as an unregistered dealer; Defendant Miles M. Riccio, Morningview Financial’s managing member and partial owner; and Relief Defendant Joseph M. Riccio, Mo…

Toxic Funders: Unregistered Dealers, Short Sellers, or Both?

We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that they use to provide financing to mostly microcap companies desperate for cash. In the long run, these…

SEC Charges Adam R. Long, L2 Capital, LLC and Oasis Capital LLC, as Unregistered Dealers

On September 28, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Adam R. Long of Dorado, Puerto Rico, and two companies Long owns and controls for acquiring and selling nearly 6 billion shares of microcap stock without registering as a securities dealer with the SEC. The SEC’s complaint alleges that from at…

A Tale of Two Unregistered Dealers – Toxic Convertible Note Lenders Under SEC Scrutiny

In 2020, the Securities and Exchange Commission (the “SEC”) stepped up its efforts to reel in “toxic lenders”: individuals who profit enormously by buying convertible securities in penny stock companies and selling the shares they obtain upon conversion of their promissory notes, warrants or preferred stock. Since those conversions usually take p…

SEC Charges Unregistered Dealers Alexander Dillon, Cosmin Panait, Larry Adams and Salvador Rosillo

On Friday, August 13th, the Securities and Exchange Commission (the “SEC”) filed charges against GPL Ventures LLC, GPL Management LLC, Alexander J. Dillon, Cosmin I. Panait (the “GPL Defendants”), HempAmericana, Inc, Salvador E. Rosillo, Seaside Advisors, LLC, and Lawrence B. Adams (aka Larry Adams). Dillon, a 32-year-old resident of New Jersey…

SEC Pursues Unregistered Dealers, Toxic Financing, Toxic Convertible Notes

2020 has been a historic year for Securities and Exchange Commission ("SEC") enforcement action against toxic lenders as unregistered dealers.

SEC Amends Rule 144 for Convertible Notes and Unregistered Dealers

On December 22, 2020, the Securities and Exchange Commission (“SEC”) voted to propose amendments to Rule 144 to eliminate tacking for shares acquired upon exercise or conversion of market-adjustable securities. Market adjustable securities are most often promissory notes, warrants, or preferred stock convertible into common or other shares at a dramatic dis…

SEC Says Ibrahaim Almagarby and Microcap Equity Group Are Unregistered Dealers

We’ve previously written about Securities and Exchange Commission (“SEC”) enforcement actions pending against John Fierro and Justin Keener alleging unregistered dealer activity. Filed in February and March 2020 respectively, they are similar to a lawsuit the agency brought against Ibrahaim Almagarby and his company Microcap Equity Group LLC (“Microcap Equit…

SEC Charges Wilson J. Rondini, III and two companies Rondini controls for Operating as Unregistered Broker-Dealers

On September 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Florida resident Wilson J. Rondini, III and two companies Rondini controls, Falcon Capital LLP and Falcon Capital Partners Limited, alleging that all three operated as broker-dealers who were required to register as such with the Commission but fai…

SEC Charges Auctus Fund Management LLC and Its Co-Owners, Louis Posner and Alfred Sollami, with Acting as Unregistered Securities Dealers

On June 1, 2023, the Securities and Exchange Commission (the “SEC”) announced charges against Auctus Fund Management, LLC (“Auctus Management”) and its co-owners Alfred Sollami of Brookline, Massachusetts and Louis Posner of Mansfield, Massachusetts, for failing to register as securities dealers with the SEC. Auctus Management, Solla…

SEC Sues LG Capital Funding and Its Managing Member, Joseph Lerman, for Acting as Unregistered Securities Dealers

On June 7, 2022, the Securities and Exchange Commission (the “SEC”) announced charges against LG Capital Funding, LLC (“LG Capital”) and its managing member Joseph Lerman of Brooklyn, New York, for failing to register as securities dealers with the SEC. LG Capital and Lerman allegedly bought and sold billions of newly-issued shares of…

SEC Charges ICO Superstore TokenLot LLC and Owners Lenny Kugel & Eli L. Lewitt With Operating As Unregistered Broker-Dealers

The Securities and Exchange Commission announced that TokenLot LLC, a self-described “ICO Superstore,” and its owners will settle charges that they acted as unregistered broker-dealers. This is the SEC’s first case charging unregistered broker-dealers for selling digital tokens after the SEC issued The DAO Report in 2017 cautioning that those who offer and…

SEC Charges 22 Unregistered Broker-Dealers-Going Public Attorneys

The Securities and Exchange Commission (SEC) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets. With a reduction of the number of small broker-dealers, there have been limited sources of capital available to small business issuers. As such, many have turned to finders and intermediaries. Re…

Commissioner Mark Uyeda Dissents in Unregistered Dealer SEC Enforcement Action

In his dissent, Uyeda seems to accept the generally accepted description of variable-rate convertible notes as "toxic" and "death spiral" financings that harm the share price of the issuers that participate in them, but he lays the blame squarely on the issuers, stating that "companies generally issue these notes understanding this risk because they have no…

Court Vacates Order in Unregistered Dealer, Crown Bridge Partners Case

On August 19, 2024, the United States Court of Appeals for the Second District in New York ruled in the case of Darkpulse, Inc., Social Life Network, Inc. and Redhawk Holdings Corp. v. Crown Bridge Partners LLC and its managing members, Soheil Ahdoot and Sepas Ahdoot. The Plaintiffs were appealing the ruling of the United […]

11th Circuit Upholds Unregistered Dealer Justin Keener SEC Judgment

On May 29, 2024, the U.S. Court Of Appeals for the Eleventh Circuit entered its Opinion in the Securities and Exchange Commission’s (“SEC“) case against Justin Keener dba JMJ Financial (together “Keener”), upholding the United States District Court for the Southern District of Florida’s earlier ruling on all points.

SEC Obtains $5.9 Million Judgment Against John Fierro in Unregistered Penny Stock Dealer Case

On May 21, 2024, Judge Georgette Castner of the United States District Court for the District of New Jersey entered a final judgment against John D. Fierro and JDF Capital, Inc. The SEC’s complaint alleged that the Defendants failed to register as securities dealers with the SEC or to associate with a registered dealer when […]

Ibrahim Almagarby Loses Unregistered Dealer Appeal

On February 14, 2024, the United States Court of Appeals for the Southern District of Florida made its ruling in the case of the Securities and Exchange Commission versus Ibrahim Almagarby and Microcap Equity Group, LLC, ruling in favor of the Commission that Almagarby was an unregistered “dealer” under the Exchange Act. Almagarby was appealing […]

SEC Provides Rule 15c2-11 Relief to Broker-Dealers for Fixed Income Securities

Securities and Exchange Commission (“SEC”) Rule 15c2-11 prohibits broker-dealers from publishing or submitting securities of private issuers on the OTC Markets, unless the issuer has publicly filed current financial and other information.

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 […]

SEC Charges Unregistered Brokers, Jeffrey K. Galvani and Stuart A. Jeffery, for Facilitating $1.2 Billion in Penny Stock Trades

On November 17, 2022, the Securities and Exchange Commission (the “SEC”) charged Jeffrey K. Galvani, Stuart A. Jeffery, and two New York-based entities they controlled with operating as unregistered broker-dealers that facilitated more than $1.2 billion of securities trading, primarily in penny stocks. The SEC’s complaint alleges that Galva…

SEC Wins Summary Judgment Against Unregistered Penny Stock Dealer Justin W Keener

On January 21, 2022, Judge Beth Bloom of the United States District Court for the Southern District of Florida granted the SEC’s motion for summary 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 […]

SEC Sues Carebourn Capital, L.P. and Its Managing Partner Chip Rice for Acting as an Unregistered Securities Dealer

On September 24, 2021, the Securities and Exchange Commission (“SEC”) charged Carebourn Capital, L.P. and its managing partner Chip Rice of Maple Grove, Minnesota, with acting as unregistered securities dealers in connection with their buying and selling of billions of newly-issued shares of microcap securities, or “penny stocks,” whi…

SEC Says Unregistered Dealer Almagarby’s Convertible Notes Are Toast

On August 17, 2020, Judge Marcia G. Cooke, persuaded by the SEC’s arguments, handed down an order granting the SEC’s motion for summary judgment against Ibrahim Almagarby. The SEC is now seeking total financial sanctions amounting to $1,147,277, penny stock bars against both Almagarby and his company, Microcap Equity Group LLC, and requests that the court or…

SEC Warns Broker-Dealers of Risks Associated with Offshore Omnibus Accounts Transacting in “Penny Stocks”

Last week, the SEC Division of Trading and Markets published a staff bulletin highlighting various risks for broker-dealers arising from certain transactions in “penny stocks” and other low-priced securities. The Commission emphasized that these risks are heightened when the identities of a foreign financial institution’s underlying customer and/or the ultim…

SEC Says toxic funder John M. Fife is an Unregistered Dealer

The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the…

SEC Charges Unregistered Brokers Who Sold Woodbridge Securities to Main Street Investors

The Securities and Exchange Commission today charged five individuals and four companies for unlawfully selling securities of Woodbridge Group of Companies LLC to retail investors. Woodbridge collapsed into bankruptcy in December 2017 and the SEC previously charged the company, its owner, and others with operating a massive $1.2 billion Ponzi scheme. The Fl…

What Is An Unregistered Broker? – Going Public Lawyers

The Securities and Exchange Commission (the “SEC”) is pursuing unregistered broker or broker dealer activity which runs rampant in the penny stock markets particulary in transactions involving reverse merger companies. Often these unregistered broker-dealers claim to be exempt from the broker dealer registration requirements. SEC enforcement actions demonst…

Unregistered Broker-Dealer Activity on the Rise By: Brenda Hamilton

The Securities and Exchange Commission (“SEC”) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets. Since Rule 506(c) was created many unregistered broker-dealers have appeared in the OTC marketplace touting their skills as capital raisers despite not being registered with the SEC…

FINRA Fines Oppenheimer $1.4 Million for Sale of Unregistered Penny Stocks

Securities Lawyer 101 Blog On August 5, 2013, the Financial Industry Regulatory Authority (“FINRA”) announced that it had fined Oppenheimer and Co., Inc. $1,425,000 for allowing the sale of unregistered stock of penny companies, and for its failure to have an adequate anti-money