SEC Obtains Over $5 Million Final Judgment Against Charlie Abujudeh in Multi-Million Dollar Microcap Pump and Dump Scheme

On January 20, 2023, the U.S. District Court for the Eastern District of New York entered a final judgment against California resident Charlie Abujudeh whom the SEC had charged for his role in a microcap fraud scheme targeting… Read More

Former top FBI official Charles McGonigal arrested over ties to Russian oligarch Oleg Deripaska

Charles McGonigal, a former top counterintelligence official in the FBI’s New York Field Office, who retired from the FBI in 2018, has been arrested and charged in two separate cases involving his dealings with foreign operatives, including billionaire… Read More

SEC Charges Avraham Eisenberg with Manipulating Mango Markets’ “Governance Token” to Steal $116 Million of Crypto Assets

On January 20, 2023, the Securities and Exchange Commission (the “SEC”) charged Avraham Eisenberg with orchestrating an attack on a crypto asset trading platform, Mango Markets, by manipulating the MNGO token, a so-called governance token that was offered… Read More

SEC Obtains Judgment Against Todd Zinkwich

On January 12, 2023, the U.S. District Court in Boston entered a final judgment by consent against Florida resident Todd Zinkwich, whom the SEC charged for engaging in a scheme to manipulate the market for numerous microcap stocks…. Read More

SEC Charges Andrew DeFrancesco, Marlio Mauricio Diaz Cardona, Carlos Felipe Rezk, Nikola Faukovic, and Catherine DeFrancesco for their roles in a fraudulent scheme to mislead investors about Cool Holdings, Inc

On January 6, 2023, the Securities and Exchange Commission (“SEC”) announced charges against five individuals for their roles in a fraudulent scheme to mislead investors about Cool Holdings, Inc., a publicly-traded company (“Cool”). The SEC alleges that, from… Read More

OTC Markets Group Offers New Guidance for Submitting Attorney Letters

OTC Markets Group has published amendments to the Pink Basic Disclosure Guidelines. The amendments to the Guidelines have been updated to require additional information about ownership and to improve investor access to company disclosure by establishing best practices… Read More

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… Read More

OTC Markets Group Publishes Guidance on Dilution Risk with Respect to OTCQX and OTCQB Applicants

OTC Markets published guidance with respect to Section 2.13(d) of the OTCQX Rules for U.S. Companies and Section 1.4(5) of the OTCQB Standards regarding the review of applications to the OTCQX and OTCQB markets. The notice is intended to… Read More

SEC Charges J.H. Darbie & Co with Anti-Money Laundering Violations

On December 12, 2022, the Securities and Exchange Commission (the “SEC”) charged J.H. Darbie & Co., Inc., a New York City-based brokerage firm, with failing to report suspicious activity related to transactions in tens of billions of shares… Read More

Members of New Republican House Majority Seek to Rein in Gary Gensler   

A week before the 2022 midterm elections, the ranking members of four important committees of the House of Representatives composed and jointly signed a letter to Gary Gensler, Chair of the Securities and Exchange Commission, demanding answers to… Read More

Charges Filed Against Eight Social Media Influencers in $100 Million Stock Manipulation Scheme Promoted on Discord and Twitter

On December 13, 2022, eight social media influencers were arrested and charged in the United States District Court for the Southern District of Texas Houston Division for a stock manipulation scheme that earned the group at least $114… Read More

FTX Founder Samuel Bankman-Fried Charged by the SEC and Criminally Indicted

Today, December 13, 2022, the Securities and Exchange Commission (the “SEC”) charged Samuel Bankman-Fried with orchestrating a scheme to defraud equity investors in FTX Trading Ltd. (“FTX”), the crypto trading platform of which he was the CEO and… Read More

Justin Bieber, Kevin Hart, Snoop Dogg, Madonna, Serena Williams, Jimmy Fallon, and More Are Being Sued for Promoting Bored Ape Yacht Club NFTs

A Class Action Complaint filed in the United States District Court Central District of California Western Division on December 8, 2022 names several A-list musicians, athletes and celebrities as defendants for promoting Bored Ape Yacht Club NFTs (“BAYC… Read More

Audits With Deficiencies Increased in 2021, According to New PCAOB Staff Report

December 8, 2022 A new Public Company Accounting Oversight Board (“PCAOB”) staff report published this month, found on the Staff Publications page on the PCAOB website, shows a year-over-year increase in the number of audits with deficiencies at… Read More

Foreign Issuer Going Public Registration Statements and SEC Filings

The Securities and Exchange Commission (“SEC”) requires various forms of SEC registration statements covering the offer and sale of securities for both public and private companies. The eligibility and requirements of each SEC registration statement vary depending on… Read More

David Stephens, Donald Danks, Jonathan Destler, and Robert Lazerus Indicted for Conducting an International Pump-and-Dump / Money Laundering Scheme Using Loop Industries Inc

On November 22, 2022, Canadian resident David Stephens and California residents Donald Danks, Jonathan Destler, and Robert Lazerus were charged in a federal grand jury indictment with securities fraud in connection with a pump-and-dump scheme, and Danks was… Read More

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… Read More

Class Action Lawsuit filed against Tom Brady, Stephen Curry and other Athletes and Celebrities that Promoted FTX

By now, most people have heard about the epic collapse of FTX. The crypto exchange founded by Sam Bankman-Fried (“SBF”) was once the 3rd largest crypto exchange, with an estimated valuation of $32 billion, and is now in… Read More

Joseph Padilla Arrested and Charged in $7 Million Securities Fraud

On August 25, 2022, Joseph Padilla was arrested at the San Diego International Airport in connection with his alleged involvement in a sophisticated securities fraud scheme that generated over $7 million in illicit proceeds.  Padilla, 53, of Carlsbad,… Read More

SEC Charges Incarcerated Felon (Syed Arham Arbab) and Five Friends in $2 Million Fraud Scheme

On October 31, 2022, the Securities and Exchange Commission charged six individuals, including a federal inmate, for conducting a freeriding scheme that defrauded multiple broker-dealers. The SEC’s complaint alleges that from May 2019 to early January 2021, Syed… Read More

What Is SEC Periodic Reporting?

Once the staff of the Securities and Exchange Commission (“SEC”) declares a company’s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the company may offer and sell the registered… Read More

SEC Registration Statements And Direct Public Offerings Q & A

SEC Registration Statements And Direct Public Offerings Q & A Filing a Form S-1 registration statement is the most efficient and reliable method for a private company to obtain public company status. Using a Form S-1 registration statement,… Read More

Nasdaq puts the brakes on IPOs of at least 4 small Chinese companies while it probes suspicious market activity

According to various internet reports, Nasdaq Inc has halted the initial public offerings (IPOs) of at least four small Chinese companies while it investigates short-lived stock rallies of other recent Chinese IPOs after going public. Several small Chinese… Read More

Five Russians and Two Oil Traders Charged in Global Sanctions Evasion and Money Laundering Scheme

A 12-count indictment was unsealed on October 19, 2022, in federal court in Brooklyn, New York, charging five Russian nationals, Yury Orekhov, Artem Uss, Svetlana Kuzurgasheva, also known as “Lana Neumann,” Timofey Telegin and Sergey Tulyakov with various… Read More

SEC Defendant and FBI Fugitive Justin Costello Arrested

On October 4, 2022, SEC Defendant and FBI fugitive Justin Costello was arrested by an FBI SWAT team. Costello had been on the run from authorities as a fugitive since September 29th after failing to surrender to authorities… Read More

OTC Markets Group Reflects on Amended Rule 15c2-11

The last week of September marked the one-year anniversary of the compliance date for the Securities and Exchange Commission (“SEC”) amendments to Securities and Exchange Act Rule 15c2-11, which regulates the quotation of over-the-counter securities. As we shall… Read More

Justice Department Awards Nearly $100 Million to Help Reduce Recidivism and Support Successful Reentry to Communities

On Wednesday, October 5th, the Department of Justice announced awards totaling almost $100 million to reduce recidivism and support adults and youths in successfully returning to their communities after a period of confinement.

IPO v Direct Listing Go Public Direct

IPO v Direct Listing Go Public Direct FAQ Q: How is going public with a direct listing to the NASDAQ Capital Market different than the traditional IPO listing to NASDAQ Capital Market? A: Both direct listings and Initial… Read More

Rule 506(b) and Rule 506(c) Private Placements under Regulation D

The SEC’s Office of Investor Education and Advocacy recently issued an Investor Bulletin to educate investors about investing in unregistered securities offerings, sometimes called private placements, under Regulation D of the Securities Act.  Rule 506(b) and Rule 506(c) are… Read More

SEC Charges Neil B. Swartz and Timothy S. Hart

On September 9, 2022, the Securities and Exchange Commission (the “SEC”) announced charges against TBG Holdings Corporation (“TBG”), its principals Neil B. Swartz and Timothy S. Hart, and sales agents Ted L. Romeo, Vincent J. Caputo, and Frank… Read More