SEC accuses lawyer, others of profiting from sales of unregistered shares


The seal of the United States Securities and Exchange Commission at their headquarters in Washington, DC REUTERS / Andrew Kelly

  • SEC says defendants took advantage of backdated convertible notes
  • Suit says the first ticket was sold in a reverse merger

(Reuters) – The United States Securities and Exchange Commission has charged six people, including a lawyer, with violating securities laws by participating in the unregistered sale of shares worth more than $ 5 , $ 7 million in 2017.

The regulator trial claims lawyer Roger Leon Fidler, his coroner and investor contact Richard Oravec broke the law after they organized a merger between shell company Dolat Ventures Inc and a Chinese company, JB & ZJMY Holding Co Ltd, which made batteries and electric vehicles.

As part of the merger, Fidler, Oravec and others wrote a convertible note in 2016 but dated the 2015 note.

“They knowingly or recklessly backdated the debt instrument to give the impression that the shares could be immediately sold to investors in the public market without filing the required registration statements,” the SEC said.

The lawsuit was filed in federal court in Manhattan on Wednesday.

Fidler said in a statement that the SEC was pursuing a “completely and utterly false accusation” to prevent it from defending a drug company that accused the SEC and the lawyer behind Wednesday’s negligence complaint for investigating its focused treatment. on liver disease.

The SEC has yet to respond to the allegations in the case.

Oravec did not immediately respond to requests for comment to issues and emails linked to him. Neither does the SEC’s senior lawyer.

According to the lawsuit, after backdating the debt, Fidler’s coroner asked an investor and a registered investment advisor to buy it and convert it into Dolat shares, which were then sold on the public markets.

The SEC has also accused others linked to Fidler of selling shares of a forged convertible note on the stock exchanges.

The SEC said Fidler, Oravec and others related to them received about $ 1.9 million from unregistered sales.

The case is Securities and Exchange Commission v. Thurlow, US District Court for the Southern District of New York, No. 1: 21-cv-07700.

For the SEC: Victor Suthammanont, Ladan Fazlollahi Stewart and Richard Best

Information on the defendants’ lawyer was not immediately known.


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