SEC v. NDB, Inc.; and Nima Golsharifi, No. 3:23-cv-04724, Northern District of California (Sept. 14, 2023) — Complaint

COMPLAINT
SEC
 v. NDB, INC. ET AL.

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
  [email protected]
JASON H. LEE (Cal. Bar No. 253140)
  [email protected]
DAVID ZHOU (NY Bar No. 4926523)
  [email protected]
JOHN HAN (Cal. Bar No. 208086)
  [email protected]
SILVANA A. QUINTANILLA (Cal. Bar No. 284964)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)
SECURITIES AND EXCHANGE COMMISSION,

                        Plaintiff,

            vs.

NDB, INC. and NIMA GOLSHARIFI,

  Defendants.

Case No.

COMPLAINT

Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
SUMMARY OF THE ACTION
1. From at least August 2020 through August 2021, Defendants NDB, Inc. (“NDB” or
“the Company”), a private technology startup company formerly based in San Francisco and
Pleasanton, California, and its Chief Executive Officer Nima Golsharifi (“Golsharifi”) engaged in
the fraudulent offer and sale of securities.  Golsharifi claimed that NDB’s purpose was to develop
and manufacture a self-charging nuclear-based battery that would be enclosed in a diamond-like
carbon structure (the “NDB battery”).  Defendants raised over $1.2 million from approximately 70
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

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investors located in the United States and abroad after making material misrepresentations about
the state of NDB’s technology and its customer base.
2. On August 25, 2020, NDB issued a press release (the “Press Release”) approved by
Golsharifi that contained a number of materially false and misleading statements, including but not
limited to the following.  The Press Release touted a purported “Major Technological Laboratory
Breakthrough” for the NDB battery and the signing of the Company’s “First Beta Customers.”  In
particular, NDB falsely claimed that (1) it had successfully completed “Proofs of Concept tests” of
the NDB battery at a national laboratory in the United States (the “American Lab”) and a
laboratory affiliated with a major university in the United Kingdom (the “British Lab”), and that its
“proprietary battery” achieved a “breakthrough” 40 percent charge in both tests, and (2) NDB had
signed “two beta customers.”  In reality, NDB had not conducted any testing at those laboratories
or developed its own battery for such testing, and had not signed any beta customers.
3. The Press Release garnered significant media and investor interest.  Within the first
month of the Press Release, NDB raised approximately $660,000 from U.S. and foreign investors
who purchased shares of NDB.  Over the next 11 months, NDB raised about $580,000 in
additional investor funds without issuing more press releases or making any major announcements.
4. As a result of the conduct alleged in this complaint, Defendants violated Section
10(b) and of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77q(a)].
5. In this action, the Commission seeks permanent injunctions; disgorgement of ill-
gotten gains with prejudgment interest; and civil monetary penalties.  The Commission also seeks
an order prohibiting Defendants from participating in the issuance, purchase, offer, or sale of any
securities, and imposing an officer and director bar against Golsharifi.

COMPLAINT
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JURISDICTION AND VENUE
6. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of
the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], and Sections 21(d), 21(e), and 27 of
the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d),
21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. Defendants, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and courses
of business alleged in this complaint.
9. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)].  Acts, transactions,
practices, and courses of business that form the basis for the violations alleged in this complaint
occurred in this District.  For example, NDB’s principal place of business was in this District in
2020 and 2021; at least seven investors are from California, including three from the Northern
District of California; and Golsharifi opened bank accounts for NDB in California and directed
investors to wire funds into those accounts.
10. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San
Francisco Division because a substantial part of the events or omissions which give rise to the
claims alleged herein occurred in San Francisco County and Alameda County, where NDB’s
principal place of business was located during the relevant time period.
DEFENDANTS
11. NDB, Inc. is a company currently incorporated in Wyoming with its principal
place of business listed as Sheridan, Wyoming.  From February 2019 to November 2022, NDB
was a California corporation with a listed principal place of business first in Pleasanton, and then
in San Francisco.  NDB was incorporated as a Wyoming corporation in September 2022.
12. Nima Golsharifi, age 36, resides in London, United Kingdom.  Golsharifi is the
co-founder, CEO, and majority owner of NDB.  Golsharifi has controlled NDB’s business and

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research functions and operations from the Company’s formation in 2019 through the present.  At
all times relevant to the complaint, Golsharifi was acting in his official capacity or acting in
furtherance of the business.  Accordingly, the actions, omissions, and state of mind of Golsharifi
are imputed to NDB.
FACTUAL ALLEGATIONS
A. Defendants Made Materially False and Misleading Statements in the Press
Release
13. Golsharifi co-founded NDB in February 2019 as a “Silicon Valley” company to
develop and manufacture a self-charging nuclear-based battery.  At the time, Golsharifi did not live
or work in the United States, and instead resided in the United Kingdom.  During all times relevant
to this complaint, Golsharifi controlled all important aspects of NDB’s operations, research efforts,
and self-promotion campaigns.
14. In April 2020, Golsharifi hired a San Francisco-based boutique communications
firm (the “Communications Firm”) to help NDB with a public relations campaign for the
Company, which included a press release to be issued in the summer of 2020.
15. On August 25, 2020, with the assistance of the Communications Firm, NDB issued
the Press Release titled “NDB, Inc. Announces Major Technological Laboratory Breakthrough for
the First Universal, Self-Charging Nano Diamond Battery; First Beta Customers.”  The
Communications Firm relied on Golsharifi and NDB for the information included in the Press
Release, and Golsharifi, who at all relevant times had ultimate authority to make decisions for and
act on behalf of the Company, approved the final draft of the Press Release.
1.         Defendants’         False         Claims of Conducting Tests at Two Preeminent Laboratories
16. The Press Release contained multiple false and misleading statements about NDB’s
proof of concept testing and its signing of beta customers.  First, NDB claimed that it had
completed two successful proof of concept tests of “the NDB battery” at the American Lab and the
British Lab, and that in both tests, its “proprietary battery” had “achieved a breakthrough 40%
charge, a significant improvement over commercial diamonds.”  Proof of concept testing is
commonly understood to mean that testing has been performed to confirm that a company’s idea

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for a product is workable in the real world, which is the precursor to the creation of an actual
working prototype.
17. Contrary to the claims in the Press Release, NDB had not conducted any proof of
concept tests of the NDB battery or achieved any significant results at the American Lab.  In fact,
beyond a few sporadic emails between Golsharifi and a scientist at the American Lab (the
“Scientist”) between January 2017 and August 2019, NDB did not even have contact with the
American Lab, much less conduct any testing.  The Scientist did not perform any proof of concept
tests with NDB or Golsharifi.  As Golsharifi has since admitted, NDB did not develop its own
battery, and did not test its technology at the American Lab.
18. Similarly, NDB also did not conduct any proof of concept testing of the NDB
battery or achieve any significant results at the British Lab.  In September 2020, a few weeks after
the Press Release was published, the head of the British Lab emailed the Communications Firm to
request that NDB remove the reference to the British Lab from the release as “[n]o such testing
ever took place at the [British Lab], as far as my staff are aware.”  Earlier, the American Lab’s
press office had similarly reached out to Golsharifi with questions about the American Lab’s
appearance in the Press Release, and, in response, Golsharifi directed the Communications Firm to
avoid using the two laboratories’ names in future articles.
19. Golsharifi blamed intellectual property concerns instead of telling the
Communications Firm that NDB had not conducted tests at either laboratory.  Consequently,
Golsharifi did not undertake or direct any effort to issue any retraction or correction of the Press
Release, nor did Golsharifi or NDB undertake any effort to correct any published articles that
reported on the Press Release’s false statements concerning successful proof of concept tests at the
two laboratories.
20. Golsharifi knew or was reckless in not knowing that the statements in the Press
Release regarding the proof of concept testing and the test results were false and misleading.  By
virtue of Golsharifi’s involvement in, and control over, the Company, NDB also knew or was
reckless in not knowing that the statements regarding the proof of concept testing and the test
results were false and misleading.

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2. Defendants’ False Claims that NDB Signed Two Major Beta Customers
21. Second, the Press Release falsely announced that NDB’s first two beta customers
were “a leading global aerospace, defense and security manufacturing company” and “a leader in
nuclear fuel cycle products and services,” respectively.  In reality, NDB did not have any beta
customers at the time of the Press Release.  The term “beta customers” is commonly understood to
refer to customers or potential customers who use, test, and provide feedback on a product that the
seller is developing.
22. The aerospace and defense company referenced in the Press Release was a
prominent U.S. company (the “U.S. Defense Company”), as Golsharifi has since admitted.  NDB
approached the U.S. Defense Company in early 2020 about a potential collaboration.  However, no
partnership or collaboration ever materialized.  NDB signed a non-disclosure agreement and also
sent the U.S. Defense Company a draft letter of support in which the U.S. Defense Company
would agree to work with NDB.
23. However, the non-disclosure agreement expressly stated that it did not create a
business relationship of any kind, and the draft letter of support was never executed by the parties.
Moreover, prior to the publication of the Press Release, NDB did not enter into any agreement with
the U.S. Defense Company to test any NDB products or prototypes, including the NDB battery,
and the U.S. Defense Company did not conduct any testing of NDB products.
24. The second beta customer listed in the Press Release, which specialized in nuclear
fuel-related products, was a major French company (the “French Nuclear Company”), as
Golsharifi has since conceded.  In March 2020, NDB was selected as a grand finalist of an
international startup contest hosted by the French Nuclear Company, which gave NDB the
possibility of having its technology tested by the French Nuclear Company.
25. However, being a grand finalist did not guarantee NDB a contractual relationship
with the French Nuclear Company.  NDB and the French Nuclear Company exchanged emails in
the months leading up to the Press Release, but never formalized any relationship.  Prior to the
issuance of the Press Release, NDB did not have any agreement with the French Nuclear Company

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to test any NDB products or prototypes, including the NDB battery, and the French Nuclear
Company did not conduct any testing of NDB products.
26. Golsharifi knew or was reckless in not knowing that the statements in the Press
Release regarding the beta customers were false and misleading.  By virtue of Golsharifi’s
involvement in, and control over, the Company, NDB also knew or was reckless in not knowing
that the statements in the Press Release regarding the beta customers were false and misleading.
27. Defendants’ misrepresentations in the Press Release regarding purported successful
proof of concept testing at the American Lab and British Lab, as well as NDB’s purported signing
of its first two beta customers, were material to the investors who purchased shares of NDB after
the publication of the Press Release.
B. Defendants Amplified the Media Attention Resulting from Their False and
Misleading Press Release
28. NDB received significant attention from the news media, online blogs, and
potential investors as a result of the Press Release.  Within a day of the Press Release’s publication,
approximately sixty-three articles had been published based on information in the Press Release,
including articles on well-known technology news websites.  NDB took advantage of, and
amplified, this press attention by posting links to the articles on its social media accounts.  For
example, after one prominent technology news website published an article titled “NDB aces key
tests and lands first beta customers,” NDB promoted the article on both its Twitter account and
website, ndb.technology.
29. After NDB issued its Press Release, hundreds of potential investors contacted NDB
through its website and by emailing the Communications Firm to express interest in investing in
NDB.  NDB staff members followed up with potential investors and requested certain information
from them, including their intended investment amount and a self-certification of investor
sophistication or accreditation.  NDB provided potential investors who were accredited or self-
certified as sophisticated with the opportunity to buy shares of NDB at $4.35 per share and directed
interested investors to wire money to two NDB business bank accounts in the United States
controlled by Golsharifi.

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30. In the month following the issuance of the Press Release, about twenty-seven
investors invested approximately $660,000 in NDB.  Eventually, in the year after the Press
Release, Defendants received approximately $1,240,000 in investment funds from around sixty-
eight investors in the United States and abroad.
31. Because NDB did not have a commercial product and thus did not have any sales
or revenues, Golsharifi paid himself a biweekly salary using investor funds.
32. To date, NDB has never issued a correction or retraction of the false and
misleading statements it made in the Press Release.
33. Furthermore, to date, NDB has not developed a prototype of its NDB battery.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
34. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 33.
35. Defendants, by engaging in the conduct described above, directly or indirectly, in
connection with the purchase or sale of securities, by use of means or instrumentalities of interstate
commerce, or of the mails, with scienter:
a. Employed devices, schemes, or artifices to defraud;
b. Made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and
c. Engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons, including purchasers of
securities.
36. By reason of the foregoing, Defendants violated, and unless restrained and enjoined
will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].

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SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
37. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 33.
38. Defendants, by engaging in the conduct described above, directly or indirectly, in
the offer or sale of securities, by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails:
a. with scienter, employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material fact
or by omitting to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; and
c. engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon purchasers.
39. By reason of the foregoing, Defendants violated, and unless restrained and enjoined
will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Permanently enjoin Defendants from directly or indirectly violating Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
II.
Permanently enjoin Defendants from directly or indirectly, including, but not limited to,
through any entity owned or controlled by them, participating in the issuance, purchase, offer, or
sale of any securities, provided however, that such injunction shall not prevent Defendant
Golsharifi from purchasing or selling securities for his own personal accounts.

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III.
Enter an order prohibiting Defendant Golsharifi from serving as an officer or director of
any issuer having a class of securities registered with the Commission pursuant to Section 12 of the
Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 20(e) of the Securities Act [15 U.S.C. §
77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].
IV.
Issue an order requiring Defendants to disgorge all ill-gotten gains received as a result of
their unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5),
and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
V.
Issue an order requiring Defendants to pay a civil monetary penalty pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)].
VI.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal
Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees
that may be entered, or to entertain any suitable application or motion for additional relief within
the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just, equitable, and
necessary.

Dated:  September 14, 2023                         Respectfully            submitted,

   /s/  Silvana A. Quintanilla
Silvana A. Quintanilla
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

COMPLAINT  
SEC v. NDB, INC. ET AL. 
 

 
 

 

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 
  [email protected] 
JASON H. LEE (Cal. Bar No. 253140) 
  [email protected] 
DAVID ZHOU (NY Bar No. 4926523) 
  [email protected] 
JOHN HAN (Cal. Bar No. 208086) 
  [email protected] 
SILVANA A. QUINTANILLA (Cal. Bar No. 284964) 
  [email protected] 
 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 2800 
San Francisco, CA 94104  
(415) 705-2500 (Telephone) 
(415) 705-2501 (Facsimile) 

SECURITIES AND EXCHANGE COMMISSION, 
 
  Plaintiff, 
 
 vs. 
 
NDB, INC. and NIMA GOLSHARIFI, 
 

  Defendants. 
 

Case No.  
 
 
COMPLAINT 
 

Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

SUMMARY OF THE ACTION 

1. From at least August 2020 through August 2021, Defendants NDB, Inc. (“NDB” or 

“the Company”), a private technology startup company formerly based in San Francisco and 

Pleasanton, California, and its Chief Executive Officer Nima Golsharifi (“Golsharifi”) engaged in 

the fraudulent offer and sale of securities.  Golsharifi claimed that NDB’s purpose was to develop 

and manufacture a self-charging nuclear-based battery that would be enclosed in a diamond-like 

carbon structure (the “NDB battery”).  Defendants raised over $1.2 million from approximately 70 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

 

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COMPLAINT 
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investors located in the United States and abroad after making material misrepresentations about 

the state of NDB’s technology and its customer base. 

2. On August 25, 2020, NDB issued a press release (the “Press Release”) approved by 

Golsharifi that contained a number of materially false and misleading statements, including but not 

limited to the following.  The Press Release touted a purported “Major Technological Laboratory 

Breakthrough” for the NDB battery and the signing of the Company’s “First Beta Customers.”  In 

particular, NDB falsely claimed that (1) it had successfully completed “Proofs of Concept tests” of 

the NDB battery at a national laboratory in the United States (the “American Lab”) and a 

laboratory affiliated with a major university in the United Kingdom (the “British Lab”), and that its 

“proprietary battery” achieved a “breakthrough” 40 percent charge in both tests, and (2) NDB had 

signed “two beta customers.”  In reality, NDB had not conducted any testing at those laboratories 

or developed its own battery for such testing, and had not signed any beta customers.   

3. The Press Release garnered significant media and investor interest.  Within the first 

month of the Press Release, NDB raised approximately $660,000 from U.S. and foreign investors 

who purchased shares of NDB.  Over the next 11 months, NDB raised about $580,000 in 

additional investor funds without issuing more press releases or making any major announcements.   

4. As a result of the conduct alleged in this complaint, Defendants violated Section 

10(b) and of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 

10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)]. 

5. In this action, the Commission seeks permanent injunctions; disgorgement of ill-

gotten gains with prejudgment interest; and civil monetary penalties.  The Commission also seeks 

an order prohibiting Defendants from participating in the issuance, purchase, offer, or sale of any 

securities, and imposing an officer and director bar against Golsharifi.   

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JURISDICTION AND VENUE 

6. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of 

the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], and Sections 21(d), 21(e), and 27 of 

the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d), 

21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].  

8. Defendants, directly or indirectly, made use of the means and instrumentalities of 

interstate commerce or of the mails in connection with the acts, transactions, practices, and courses 

of business alleged in this complaint. 

9. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)].  Acts, transactions, 

practices, and courses of business that form the basis for the violations alleged in this complaint 

occurred in this District.  For example, NDB’s principal place of business was in this District in 

2020 and 2021; at least seven investors are from California, including three from the Northern 

District of California; and Golsharifi opened bank accounts for NDB in California and directed 

investors to wire funds into those accounts. 

10. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San 

Francisco Division because a substantial part of the events or omissions which give rise to the 

claims alleged herein occurred in San Francisco County and Alameda County, where NDB’s 

principal place of business was located during the relevant time period. 

DEFENDANTS 

11. NDB, Inc. is a company currently incorporated in Wyoming with its principal 

place of business listed as Sheridan, Wyoming.  From February 2019 to November 2022, NDB 

was a California corporation with a listed principal place of business first in Pleasanton, and then 

in San Francisco.  NDB was incorporated as a Wyoming corporation in September 2022.   

12. Nima Golsharifi, age 36, resides in London, United Kingdom.  Golsharifi is the 

co-founder, CEO, and majority owner of NDB.  Golsharifi has controlled NDB’s business and 

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COMPLAINT 
SEC v. NDB, INC. ET AL. -4-  

 

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research functions and operations from the Company’s formation in 2019 through the present.  At 

all times relevant to the complaint, Golsharifi was acting in his official capacity or acting in 

furtherance of the business.  Accordingly, the actions, omissions, and state of mind of Golsharifi 

are imputed to NDB.      

FACTUAL ALLEGATIONS 

A. Defendants Made Materially False and Misleading Statements in the Press 

Release 

13. Golsharifi co-founded NDB in February 2019 as a “Silicon Valley” company to 

develop and manufacture a self-charging nuclear-based battery.  At the time, Golsharifi did not live 

or work in the United States, and instead resided in the United Kingdom.  During all times relevant 

to this complaint, Golsharifi controlled all important aspects of NDB’s operations, research efforts, 

and self-promotion campaigns. 

14. In April 2020, Golsharifi hired a San Francisco-based boutique communications 

firm (the “Communications Firm”) to help NDB with a public relations campaign for the 

Company, which included a press release to be issued in the summer of 2020. 

15. On August 25, 2020, with the assistance of the Communications Firm, NDB issued 

the Press Release titled “NDB, Inc. Announces Major Technological Laboratory Breakthrough for 

the First Universal, Self-Charging Nano Diamond Battery; First Beta Customers.”  The 

Communications Firm relied on Golsharifi and NDB for the information included in the Press 

Release, and Golsharifi, who at all relevant times had ultimate authority to make decisions for and 

act on behalf of the Company, approved the final draft of the Press Release. 

1. Defendants’ False Claims of Conducting Tests at Two Preeminent Laboratories 

16. The Press Release contained multiple false and misleading statements about NDB’s 

proof of concept testing and its signing of beta customers.  First, NDB claimed that it had 

completed two successful proof of concept tests of “the NDB battery” at the American Lab and the 

British Lab, and that in both tests, its “proprietary battery” had “achieved a breakthrough 40% 

charge, a significant improvement over commercial diamonds.”  Proof of concept testing is 

commonly understood to mean that testing has been performed to confirm that a company’s idea 

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for a product is workable in the real world, which is the precursor to the creation of an actual 

working prototype.   

17. Contrary to the claims in the Press Release, NDB had not conducted any proof of 

concept tests of the NDB battery or achieved any significant results at the American Lab.  In fact, 

beyond a few sporadic emails between Golsharifi and a scientist at the American Lab (the 

“Scientist”) between January 2017 and August 2019, NDB did not even have contact with the 

American Lab, much less conduct any testing.  The Scientist did not perform any proof of concept 

tests with NDB or Golsharifi.  As Golsharifi has since admitted, NDB did not develop its own 

battery, and did not test its technology at the American Lab. 

18. Similarly, NDB also did not conduct any proof of concept testing of the NDB 

battery or achieve any significant results at the British Lab.  In September 2020, a few weeks after 

the Press Release was published, the head of the British Lab emailed the Communications Firm to 

request that NDB remove the reference to the British Lab from the release as “[n]o such testing 

ever took place at the [British Lab], as far as my staff are aware.”  Earlier, the American Lab’s 

press office had similarly reached out to Golsharifi with questions about the American Lab’s 

appearance in the Press Release, and, in response, Golsharifi directed the Communications Firm to 

avoid using the two laboratories’ names in future articles.   

19. Golsharifi blamed intellectual property concerns instead of telling the 

Communications Firm that NDB had not conducted tests at either laboratory.  Consequently, 

Golsharifi did not undertake or direct any effort to issue any retraction or correction of the Press 

Release, nor did Golsharifi or NDB undertake any effort to correct any published articles that 

reported on the Press Release’s false statements concerning successful proof of concept tests at the 

two laboratories.  

20. Golsharifi knew or was reckless in not knowing that the statements in the Press 

Release regarding the proof of concept testing and the test results were false and misleading.  By 

virtue of Golsharifi’s involvement in, and control over, the Company, NDB also knew or was 

reckless in not knowing that the statements regarding the proof of concept testing and the test 

results were false and misleading. 

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2. Defendants’ False Claims that NDB Signed Two Major Beta Customers  

21. Second, the Press Release falsely announced that NDB’s first two beta customers 

were “a leading global aerospace, defense and security manufacturing company” and “a leader in 

nuclear fuel cycle products and services,” respectively.  In reality, NDB did not have any beta 

customers at the time of the Press Release.  The term “beta customers” is commonly understood to 

refer to customers or potential customers who use, test, and provide feedback on a product that the 

seller is developing.     

22. The aerospace and defense company referenced in the Press Release was a 

prominent U.S. company (the “U.S. Defense Company”), as Golsharifi has since admitted.  NDB 

approached the U.S. Defense Company in early 2020 about a potential collaboration.  However, no 

partnership or collaboration ever materialized.  NDB signed a non-disclosure agreement and also 

sent the U.S. Defense Company a draft letter of support in which the U.S. Defense Company 

would agree to work with NDB.   

23. However, the non-disclosure agreement expressly stated that it did not create a 

business relationship of any kind, and the draft letter of support was never executed by the parties.  

Moreover, prior to the publication of the Press Release, NDB did not enter into any agreement with 

the U.S. Defense Company to test any NDB products or prototypes, including the NDB battery, 

and the U.S. Defense Company did not conduct any testing of NDB products.   

24. The second beta customer listed in the Press Release, which specialized in nuclear 

fuel-related products, was a major French company (the “French Nuclear Company”), as 

Golsharifi has since conceded.  In March 2020, NDB was selected as a grand finalist of an 

international startup contest hosted by the French Nuclear Company, which gave NDB the 

possibility of having its technology tested by the French Nuclear Company.   

25. However, being a grand finalist did not guarantee NDB a contractual relationship 

with the French Nuclear Company.  NDB and the French Nuclear Company exchanged emails in 

the months leading up to the Press Release, but never formalized any relationship.  Prior to the 

issuance of the Press Release, NDB did not have any agreement with the French Nuclear Company 

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COMPLAINT 
SEC v. NDB, INC. ET AL. -7-  

 

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to test any NDB products or prototypes, including the NDB battery, and the French Nuclear 

Company did not conduct any testing of NDB products. 

26. Golsharifi knew or was reckless in not knowing that the statements in the Press 

Release regarding the beta customers were false and misleading.  By virtue of Golsharifi’s 

involvement in, and control over, the Company, NDB also knew or was reckless in not knowing 

that the statements in the Press Release regarding the beta customers were false and misleading.    

27. Defendants’ misrepresentations in the Press Release regarding purported successful 

proof of concept testing at the American Lab and British Lab, as well as NDB’s purported signing 

of its first two beta customers, were material to the investors who purchased shares of NDB after 

the publication of the Press Release. 

B. Defendants Amplified the Media Attention Resulting from Their False and 

Misleading Press Release 

28. NDB received significant attention from the news media, online blogs, and 

potential investors as a result of the Press Release.  Within a day of the Press Release’s publication, 

approximately sixty-three articles had been published based on information in the Press Release, 

including articles on well-known technology news websites.  NDB took advantage of, and 

amplified, this press attention by posting links to the articles on its social media accounts.  For 

example, after one prominent technology news website published an article titled “NDB aces key 

tests and lands first beta customers,” NDB promoted the article on both its Twitter account and 

website, ndb.technology.  

29. After NDB issued its Press Release, hundreds of potential investors contacted NDB 

through its website and by emailing the Communications Firm to express interest in investing in 

NDB.  NDB staff members followed up with potential investors and requested certain information 

from them, including their intended investment amount and a self-certification of investor 

sophistication or accreditation.  NDB provided potential investors who were accredited or self-

certified as sophisticated with the opportunity to buy shares of NDB at $4.35 per share and directed 

interested investors to wire money to two NDB business bank accounts in the United States 

controlled by Golsharifi.   

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COMPLAINT 
SEC v. NDB, INC. ET AL. -8-  

 

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30. In the month following the issuance of the Press Release, about twenty-seven 

investors invested approximately $660,000 in NDB.  Eventually, in the year after the Press 

Release, Defendants received approximately $1,240,000 in investment funds from around sixty-

eight investors in the United States and abroad.   

31. Because NDB did not have a commercial product and thus did not have any sales 

or revenues, Golsharifi paid himself a biweekly salary using investor funds. 

32. To date, NDB has never issued a correction or retraction of the false and 

misleading statements it made in the Press Release.   

33. Furthermore, to date, NDB has not developed a prototype of its NDB battery.  

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

34. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 33. 

35. Defendants, by engaging in the conduct described above, directly or indirectly, in 

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate 

commerce, or of the mails, with scienter: 

a. Employed devices, schemes, or artifices to defraud; 

b. Made untrue statements of material facts or omitted to state material facts 

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

circumstances under which they were made, not misleading; and 

c. Engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons, including purchasers of 

securities. 

36. By reason of the foregoing, Defendants violated, and unless restrained and enjoined 

will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

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COMPLAINT 
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SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act 

37. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 33. 

38. Defendants, by engaging in the conduct described above, directly or indirectly, in 

the offer or sale of securities, by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails:  

a. with scienter, employed devices, schemes, or artifices to defraud;  

b. obtained money or property by means of untrue statements of material fact 

or by omitting to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were 

made, not misleading; and  

c. engaged in transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon purchasers.  

39. By reason of the foregoing, Defendants violated, and unless restrained and enjoined 

will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Permanently enjoin Defendants from directly or indirectly violating Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and 

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

II. 

Permanently enjoin Defendants from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by them, participating in the issuance, purchase, offer, or 

sale of any securities, provided however, that such injunction shall not prevent Defendant 

Golsharifi from purchasing or selling securities for his own personal accounts. 

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III. 

Enter an order prohibiting Defendant Golsharifi from serving as an officer or director of 

any issuer having a class of securities registered with the Commission pursuant to Section 12 of the 

Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 

77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. 

IV. 

Issue an order requiring Defendants to disgorge all ill-gotten gains received as a result of 

their unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5), 

and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

V. 

Issue an order requiring Defendants to pay a civil monetary penalty pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d) of the Exchange Act [15 U.S.C. 

§ 78u(d)]. 

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and the Federal 

Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees 

that may be entered, or to entertain any suitable application or motion for additional relief within 

the jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just, equitable, and 

necessary. 

 
 
Dated:  September 14, 2023   Respectfully submitted, 
 

   /s/  Silvana A. Quintanilla                            
Silvana A. Quintanilla 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

 

Case 3:23-cv-04724   Document 1   Filed 09/14/23   Page 10 of 10