SEC v. Sean K. Williams, No. 1:22-cv-1554, Northern District of Ohio (Sept. 23, 2024) — Judgment

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 
EASTERN DIVISION 
SECURITIES AND EXCHANGE 
COMMISSION, 
Plaintiff, 
V. 
KRIS A. SWAFFER, et al., 
Defendants. 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
_________________ 
) 
Case No. 1 :22
-
cv-1554 
Hon. Bridget Meehan Brennan 
FINAL JUDGMENT AS TO DEFENDANT SEAN K. WILLIAMS 
The Securities and Exchange Commission having filed a Complaint and Defendant Sean 
K. Williams ("Defendant"
) 
having entered a general appearance; consented to the Court's 
jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final 
Judgment without admitting or denying the allegations of the Complaint ( except as to 
jurisdiction and except as otherwise provided herein in paragraph VII
)
; waived findings of fact 
and conclusions of law; and waived any right to appeal from this Final Judgment: 
I. 
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 
permanently restrained and enjoined from violating, directly or indirectly, Section l0(b
) 
of the 
Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C. § 78j(b
)
] and Rule l0b-5 
promulgated thereunder (17 C.F.R. § 240.1 0b-5], by using any means or instrumentality of 
interstate commerce, or of the mails, or of any facility of any national securities exchange, in 
connection with the purchase or sale of any security: 
(a
) 
to employ any device, scheme, or artifice to defraud; 
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(b
) 
to make any untrue statement of a material fact or to omit to state a material fact 
necessary in order to make the statements made, in the light of the circumstances 
under which they were made, not misleading; or 
( c
) 
to engage in any act, practice, or course of business which operates or would operate 
as a fraud or deceit upon any person. 
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 
Federal Rule of Civil Procedure 
65( 
d
)
(2
)
, the foregoing paragraph also binds the following who 
receive actual notice of this Final Judgment by personal service or otherwise: (a
) 
Defendant's 
officers, agents, servants, employees, and attorneys; and (b
) 
other persons in active concert or 
participation with Defendant or with anyone described in (a
)
. 
II. 
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 
is permanently restrained and enjoined from violating Section 17(a
) 
of the Securities Act of 1933 
(the "Securities Act"
) 
[15 U.S.C. § 77q(a
)
] in the offer or sale of any security by the use of any 
means or instruments of transportation or communication in interstate commerce or by use of the 
mails, directly or indirectly: 
(a
) 
to employ any device, scheme, or artifice to defraud; 
(b
) 
to obtain money or property by means of any untrue statement of a material fact or 
any omission of a material fact necessary in order to make the statements made, in 
light of the circumstances under which they were made, not misleading; or 
( c
) 
to engage in any transaction, practice, or course of business which operates or would 
operate as a fraud or deceit upon the purchaser. 
-
2 
-
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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 
Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 
participation with Defendant or with anyone described in (a). 
III. 
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 
is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. 
§ 77e] by, directly or indirectly, in the absence of any applicable exemption: 
(a) Unless a registration statement is in effect as to a security, making use of any means 
or instruments of transportation or communication in interstate commerce or of the 
mails to sell such security through the use or ·medium of any prospectus or otherwise; 
(b) Unless a registration statement is in effect as to a security, carrying or causing to be 
canied tlu·ough the mails or in interstate commerce, by any means or instruments of 
transportation, any such security for the purpose of sale or for delivery after sale; or 
( c) Making use of any means or instruments of transportation or communication in 
interstate conunerce or of the mails to offer to sell or offer to buy tlu·ough the use or 
medium of any prospectus or otherwise any security, unless a registration statement 
has been filed with the Commission as to such security, or while the registration 
statement is the subject of a refusal order or stop order or (prior to the effective date 
of the registration statement) any public proceeding or examination under Section 8 
of the Securities Act [15 U.S.C. § 77h]. 
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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 
participation with Defendant or with anyone described in (a). 
IV. 
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15 
U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director of any issuer that 
has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] 
or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 
78o(d)]. 
V. 
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 
is liable for disgorgement of $931,662, representing net profits gained as a result of the conduct 
alleged in the Complaint, together with prejudgment interest thereon in the amount of $206,945, 
and a civil penalty in the amount of $880,000 pursuant to Section 20(d) of the Securities Act [15 
U.S.C. § 77t(d)] and Sections 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant 
shall satisfy this obligation by paying $2,018,607 to the Securities and Exchange Commission 
within 30 days after entry of this Final Judgment. 
Defendant may transmit payment electronically to the Commission, which will provide 
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly 
from a bank account via Pay.gov through the SEC website at 
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http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank 
cashier's check, or United States postal money order payable to the Securities and Exchange 
Commission, which shall be delivered or mailed to 
Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
and shall be accompanied by a letter identifying the case title, civil action number, and name of 
this Court; Sean K. Williams as a defendant in this action; and specifying that payment is made 
pursuant to this Final Judgment. 
Defendant shall simultaneously transmit photocopies of evidence of payment and case 
identifying information to the Commission's counsel in this action. By making this payment, 
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no pait 
of the funds shall be returned to Defendant. 
The Commission may enforce the Court's judgment for disgorgement and prejudgment 
interest by using all collection procedures authorized by law, including, but not limited to, 
moving for civil contempt at any time after 30 days following entry of this Final Judgment. 
The Commission may enforce the Court's judgment for penalties by the use of all 
collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 
issued in this action. Defendant shall pay post judgment interest on any amounts due after 30 
days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall 
hold the funds, together with any interest and income earned thereon ( collectively, the "Fund"), 
pending further order of the Court. 
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The Commission may propose a plan to distribute the Fund subject to the Court's 
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 
provisions of Section 308(a
) 
of the Sarbanes
-
Oxley Act of 2002. The Court shall retain 
jurisdiction over the administration of any distribution of the Fund and the Fund may only be 
disbursed pursuant to an Order of the Court. 
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 
paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the 
government for all purposes, including all tax purposes. To preserve the deterrent effect of the 
civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 
damages in any Related Investor Action based on Defendant's payment of disgorgement in this 
action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such 
compensatory damages award by the amount of any part of Defendant's payment of a civil 
penalty in this action ("Penalty Offset"
)
. If the comt in any Related Investor Action grants such a 
Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 
Offset, notify the Commission's counsel in this action and pay the amount of the Penalty Offset 
to the United States Treasmy or to a Fair Fund, as the Commission directs. Such a payment shall 
not be deemed an additional civil penalty and shall not be deemed to change the amount of the 
civil penalty imposed in this Judgment. For purposes of this paragraph, a "Related Investor 
Action" means a private damages action brought against Defendant by or on behalf of one or 
more investors based on substantially the same facts as alleged in the Complaint in this action. 
-
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VI. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that the Consent 
is 
incorporated 
herein with the same force and effect as if fully set forth herein, 
and that Defendant 
shall comply 
with all of the undertakings 
and agreements 
set forth therein. 
VII. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that, solely for purposes 
of exceptions 
to discharge 
set forth in Section 
523 of the Bankruptcy 
Code, 11 U.S.C. 
§523, the 
allegations 
in the complaint 
are true and admitted 
by Defendant, 
and further, 
any debt for 
disgorgement, 
prejudgment 
interest, 
civil penalty 
or other amounts 
due by Defendant 
under this 
Final Judgment 
or any other judgment, 
order, consent 
order, decree 
or settlement 
agreement 
entered 
in connection 
with this proceeding, 
is a debt for the violation 
by Defendant 
of the federal 
securities 
laws or any regulation 
or order issued under such laws, as set forth in Section 
523(a
)
(l 9
) 
of the Bankruptcy 
Code, 11 U.S.C. 
§523(a)(
l 9
)
. 
VIII. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that this Court shall retain 
jurisdiction 
of this matter for the purposes 
of enforcing 
the terms of this Final Judgment. 
IX. 
There being no just reason 
for delay, pursuant 
to Rule 54(b
) 
of the Federal 
Rules of Civil 
Procedure, 
the Clerk is ordered 
to enter this Final Judgment 
forthwith 
and without 
further 
notice. 
Dated: 
--------c-�"'-kf
_,___
j. 
_-µ,vf ___ _ 
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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

V. 

KRIS A. SWAFFER, et al., 

Defendants. 

) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 

__________ _______ 
) 

Case No. 1 :22-cv-1554 

Hon. Bridget Meehan Brennan 

FINAL JUDGMENT AS TO DEFENDANT SEAN K. WILLIAMS 

The Securities and Exchange Commission having filed a Complaint and Defendant Sean 

K. Williams ("Defendant") having entered a general appearance; consented to the Court's 

jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final 

Judgment without admitting or denying the allegations of the Complaint ( except as to 

jurisdiction and except as otherwise provided herein in paragraph VII); waived findings of fact 

and conclusions of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section l 0(b) of the 

Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C. § 78j(b)] and Rule l 0b-5 

promulgated thereunder (17 C.F.R. § 240.1 0b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud; 

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(b) to make any untrue statement of a material fact or to omit to state a material fact 

necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; or 

( c) to engage in any act, practice, or course of business which operates or would operate 

as a fraud or deceit upon any person. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 

(the "Securities Act") [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact or 

any omission of a material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; or 

( c) to engage in any transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser. 

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. 

§ 77e] by, directly or indirectly, in the absence of any applicable exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any means 

or instruments of transportation or communication in interstate commerce or of the 

mails to sell such security through the use or ·medium of any prospectus or otherwise; 

(b) Unless a registration statement is in effect as to a security, carrying or causing to be 

canied tlu·ough the mails or in interstate commerce, by any means or instruments of 

transportation, any such security for the purpose of sale or for delivery after sale; or 

( c) Making use of any means or instruments of transportation or communication in 

interstate conunerce or of the mails to offer to sell or offer to buy tlu·ough the use or 

medium of any prospectus or otherwise any security, unless a registration statement 

has been filed with the Commission as to such security, or while the registration 

statement is the subject of a refusal order or stop order or (prior to the effective date 

of the registration statement) any public proceeding or examination under Section 8 

of the Securities Act [15 U.S.C. § 77h]. 

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15 

U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director of any issuer that 

has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] 

or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 

78o(d)]. 

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is liable for disgorgement of $931,662, representing net profits gained as a result of the conduct 

alleged in the Complaint, together with prejudgment interest thereon in the amount of $206,945, 

and a civil penalty in the amount of $880,000 pursuant to Section 20(d) of the Securities Act [15 

U.S.C. § 77t(d)] and Sections 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant 

shall satisfy this obligation by paying $2,018,607 to the Securities and Exchange Commission 

within 30 days after entry of this Final Judgment. 

Defendant may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly 

from a bank account via Pay.gov through the SEC website at 

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http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank 

cashier's check, or United States postal money order payable to the Securities and Exchange 

Commission, which shall be delivered or mailed to 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; Sean K. Williams as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission's counsel in this action. By making this payment, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no pait 

of the funds shall be returned to Defendant. 

The Commission may enforce the Court's judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment. 

The Commission may enforce the Court's judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action. Defendant shall pay post judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall 

hold the funds, together with any interest and income earned thereon ( collectively, the "Fund"), 

pending further order of the Court. 

- 5 -

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The Commission may propose a plan to distribute the Fund subject to the Court's 

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the 

government for all purposes, including all tax purposes. To preserve the deterrent effect of the 

civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant's payment of disgorgement in this 

action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such 

compensatory damages award by the amount of any part of Defendant's payment of a civil 

penalty in this action ("Penalty Offset"). If the comt in any Related Investor Action grants such a 

Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Commission's counsel in this action and pay the amount of the Penalty Offset 

to the United States Treasmy or to a Fair Fund, as the Commission directs. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the 

civil penalty imposed in this Judgment. For purposes of this paragraph, a "Related Investor 

Action" means a private damages action brought against Defendant by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Complaint in this action. 

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VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes 

of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(l 9) of the Bankruptcy Code, 11 U.S.C. §523(a)(l 9). 

VIII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

IX. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Dated: --------c-�"'-kf_,___j. _-µ,vf ___ _ 

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