Paul Pelosi Jr’s Adventures in Pennyland

In mid-January 2022, British tabloid the Daily Mail published a long story about U.S. House Speaker Nancy Pelosi’s son Paul Jr, in which it was alleged that he’d been involved in a number of shady businesses, some of… Read More

SEC Charges Securities Fraud Recidivist Phillip W. Offill, Jr. and Justin W. Herman in Penny Stock Fraud Scheme

On 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… Read More

Christopher R. Esposito Charged with Securities Fraud

On January 7, 2022, Christopher R. Esposito, 55, of Everett, was charged and has agreed to plead guilty to one count of securities fraud. Esposito, the sole officer and director of Massachusetts marketing firm Code2Action Inc, was charged… Read More

SEC Commissioners Differ on Key Policies

Just before the end of 2021, Elad L. Roisman, one of the SEC’s five Commissioners, announced his resignation, effective at the end of January 2022. In a statement posted on the agency’s website, he said: Serving the American… Read More

Five Russians Charged in Hacking and Illegal Trading Scheme

On December 20, 2021, the Securities and Exchange Commission announced fraud charges against five Russian nationals for engaging in a multi-year scheme to profit from stolen corporate earnings announcements obtained by hacking into the systems of two U.S.-based… Read More

More Individuals Charged in Billion Dollar Penny Stock Pump and Dump/Money Laundering Operation

On Thursday, December 9th, three more Canadian citizens were charged by the Securities and Exchange Commission as part of what has been described as a long-running global pump and dump scheme that collectively generated over a billion dollars… Read More

SEC Charges Robert Gandy and Others in 3(a)(10) Penny Stock Scheme

On 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… Read More

Amended Rule 15c2-11 is Bad News for Shell Vendors

Though nearly two months have passed since compliance with the Securities and Exchange Commission’s amended Rule 15c2-11 became mandatory on September 28, 2021, the OTC marketplace is still reeling from the effects of its implementation. The new rule… Read More

Unregistered Dealer Activity Not Just For the SEC Anymore

Over the past few years, we’ve written frequently about so-called “toxic lenders” engaged in unregistered dealer activity and the toll their loans take on struggling over-the-counter companies. Nearly all of these companies need financing for operations, research and… Read More

Steven Gallagher Arrested And Charged With Securities Fraud For Using His Twitter Account To Operate A Pump-And-Dump Scheme

On Tuesday, October 26th, Steven Gallagher 50, of Maumee, Ohio, was arrested and charged with securities fraud, wire fraud, and market manipulation. According to the Complaint filed in Manhattan federal court, Gallagher created a stock promotion account on… Read More

Will Small Cap Investors Embrace Donald Trump’s DWAC? The latest Reddit Meme Stock

Since the fall of 2019, we’ve written a number of times about the Securities and Exchange Commission’s amendments to Rule 15c2-11, which, most importantly, require over-the-counter stocks to provide “current information” to the public. Since the end of… Read More

Federal Jury Convicts Defendants In NuTech Energy Resources Securities Fraud

On Wednesday, October 13, 2021, a federal jury in Cheyenne returned guilty verdicts against a Pennsylvania man and two Florida men related to a stock fraud involving NuTech Energy Resources Inc., a company that claimed to operate coalbed-methane… Read More

SEC Charges Webcast Host Mark Melnick for His Role in Market Manipulation Scheme

On September 30, 2021, the Securities and Exchange Commission (the “SEC”) announced charges against Mark Melnick, a day trader and T3 Live Senior Trading Strategist for spreading more than 100 false rumors about public companies in order to… Read More

SEC Obtains Emergency Relief Against Richard Xia Charged with EB-5 Securities Fraud

On September 28, 2021, the Securities and Exchange Commission (the “SEC”) announced that it filed an emergency action and obtained an asset freeze, among other relief, against Richard Xia (aka Yi Xia) and his company, Fleet New York… Read More

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… Read More

Section 12(j) – SEC Termination of Registration, Revocation and Trading Suspensions

Proceedings under Section 12(j) of the Securities Exchange Act of 1934, (the “Exchange Act”) are frequently initiated when an SEC reporting company has failed to comply with its SEC reporting requirements. Section 12(j) authorizes the SEC to revoke… Read More

SEC Charges Two Individuals for Wash Trading Scheme Involving Options of “Meme Stocks”

Today, the Securities and Exchange Commission charged a Florida resident and his friend for engaging in a fraudulent scheme designed to collect liquidity rebates from exchanges by wash trading put options of certain “meme stocks” in early 2021…. Read More

Forms 211: OTC Markets’ New Role – Quotation, Trading Suspensions and Listing

We’ve written several times about the Securities and Exchange Commission’s (“SEC”) amendments to Rule 15c2-11, first proposed in September 2019 and adopted in September 2020. The amended rule will finally become effective on September 28, 2021. That is… Read More

Amended Rule 15c-211 Is Only a Week Away – Going Public, Form S-1, Form 211

We last wrote about the Securities and Exchange Commission’s new Rule 15c2-11 in early August. The amended rule was proposed in September 2019; the final rule appeared in September 2020. Now the compliance deadline, September 28, 2021, is… Read More

SEC Surpasses $1 Billion in Total Whistleblower Awards

On September 15, 2021, the Securities and Exchange Commission (the “SEC”) awarded approximately $110 million to a whistleblower whose information and assistance led to successful SEC and related actions. With the award, the SEC’s whistleblower program has now… Read More

SEC Files Subpoena Enforcement Action Against Alexander Kon

On September 1, 2021, the Securities and Exchange Commission announced that it filed an action against Alexander Kon, a penny stock promoter and resident of Overland Park, Kansas, seeking an order directing him to comply with investigative subpoenas… Read More

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… Read More

SEC Whistleblower – Dodd Frank Revisions to be Proposed

On August 2, 2021, Gary Gensler, the new chair of the Securities and Exchange Commission (SEC), announced that because he wasn’t entirely pleased with the amendments to the rules governing the agency’s whistleblower program that became final in… Read More

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… Read More

Emerging Growth Company Status and the Going Public Process

Going public offers many benefits to companies seeking to grow their business, including: Enhanced ability to raise capital, Liquidity for founders and shareholders, Increased visibility Improved financial position, Enhanced credibility, Enhanced ability to attract and retain employees and… Read More

SEC Obtains Default Judgment in Edgar Hacking Case

On July 29, 2021, the United States District Court for the District of New Jersey entered a default judgment against Oleksandr Ieremenko and Andrey Sarafanov, who were charged in connection with a scheme to trade on nonpublic earnings… Read More

Understanding the September 28 Amended Rule 15c2-11 Deadline

As the summer of 2021 enters its final months, investors in the U.S. over-the-counter market and OTC issuers themselves await the rollout of the amended Securities and Exchange Commission (“SEC”) Rule 15c2-11 on September 28. The rule is… Read More

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 charges former Nikola CEO with securities fraud

On July 29th, the Securities and Exchange Commission (the “SEC”) announced charges against Trevor R. Milton, the founder, former CEO and former executive chairman of Nikola Corporation, for repeatedly disseminating false and misleading information – typically by speaking… Read More