SEC v. CHRISTOPHER B. FERGUSON; and BRIAN P. MCFADDEN, No. 1:26-cv-01482, Southern District of New York (Feb. 23, 2026) — Complaint

Joseph G. Sansone
Julia C. Green
Gregory Bockin
Karen M. Klotz*
Han Nguyen
SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
(267) 602-2133 (Green)
Email: [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v.

CHRISTOPHER B. FERGUSON and
BRIAN P. MCFADDEN,

Defendants.

1:26-cv-01482

COMPLAINT
JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”) for its Complaint against

Defendants Christopher B. Ferguson (“Ferguson”) and Brian P. McFadden (“McFadden”)

(collectively, “Defendants”), alleges as follows:

SUMMARY OF THE ALLEGATIONS

1. This case involves false and misleading information that Edison Nation, Inc.

(“Edison Nation”) disseminated to the market in an April 16, 2020 press release, and in a Form

* Application for admission pro hac vice to be filed.

2

8-K filed with the Commission attaching the press release, concerning its nascent personal

protective equipment business.

2. Ferguson, Edison Nation’s Chief Executive Officer (“CEO”), and McFadden, a

consultant, had been negotiating with a distribution company for the purchase of $9 million

worth of hand sanitizer. Two days before Edison Nation issued the press release, however, the

distribution company informed Ferguson and McFadden that it was unable to proceed with the

transaction.

3. Before the financial markets opened on April 16, 2020, Edison Nation, at the

direction of Ferguson and McFadden, issued a press release announcing, “Edison Nation Medical

Secures Over $10 Million in Purchase Orders for Personal Protective Equipment in First Week

Since Launch.”

4. The press release was false and misleading, as Edison Nation had not secured

over $10 million in purchase orders, but rather, in the absence of a final agreement for the $9

million order, had only $2.54 million in purchase orders as of April 16, 2020.

5. In the wake of this news, Edison Nation’s share price spiked from $1.67 as of the

prior trading day’s closing to $4.96 by market open on April 16, 2020—an increase of 197%.

6. After the announcement on April 16, 2020, McFadden sold 33,290 shares of

Edison Nation stock.

7. By trading during the time that Edison Nation’s stock price was artificially

inflated by the false press release, McFadden obtained illicit profits of approximately $75,208.

VIOLATIONS

8. By engaging in the conduct described in this Complaint, Defendant Ferguson has

violated, and unless enjoined will continue to violate, Section 17(a)(3) of the Securities Act of

3

1933 (“Securities Act”) [15 U.S.C. § 77q(a)(3)], and Defendant McFadden has violated, and

unless enjoined will continue to violate, Sections 17(a)(2) and (3) of the Securities Act [15

U.S.C. § 77q(a)(2) and (3)].

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT

9. The Commission brings this action pursuant to the authority conferred upon it by

Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)].

10. The Commission seeks a final judgment: (a) permanently restraining and

enjoining Defendant Ferguson from directly or indirectly engaging in conduct in violation of

Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]; (b) permanently restraining and

enjoining Defendant McFadden from directly or indirectly engaging in conduct in violation of

Sections 17(a)(2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(2) and (3)]; (c) ordering

Defendant McFadden to pay disgorgement of illicit profits with prejudgment interest thereon; (d)

ordering Defendants Ferguson and McFadden to pay civil money penalties pursuant to Section

20(d) of the Securities Act [15 U.S.C. § 77t(d)]; (e) prohibiting Defendants Ferguson and

McFadden from acting as officers or directors of a public company pursuant to Section 21(d)(5)

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)]; and (f)

ordering such other and further relief the Court may deem just and proper.

JURISDICTION AND VENUE

11. This Court has jurisdiction over this action pursuant to Section 22(a) of the

Securities Act [15 U.S.C. § 77v(a)].

12. Defendants directly and indirectly have made use of the means or

instrumentalities of interstate commerce, or of the mails, in connection with the transactions,

acts, practices, or courses of business alleged herein.

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13. Venue lies in this judicial district pursuant to Section 22(a) of the Securities Act

[15 U.S.C. § 77v(a)]. Certain of the acts, practices, transactions and courses of business alleged

in this Complaint occurred within the Southern District of New York.

14. At all times relevant to this Complaint, Edison Nation’s stock was listed on the

Nasdaq stock exchange, trading under the symbol “EDNT,” and Nasdaq is headquartered in this

District. Additionally, Edison Nation’s April 16, 2020 press release was disseminated over the

internet and reached readers in this District.

DEFENDANTS

15. Christopher B. Ferguson, age 57, is a resident of Fishers, Indiana and is

currently retired. He served as CEO of Edison Nation from July 2017 through October 2021.

16. Brian P. McFadden, age 40, is a resident of Safety Harbor, Florida. In April

2020, McFadden was a consultant to Edison Nation. By the end of 2020, McFadden became

Edison Nation’s Chief Strategy Officer.

RELEVANT ENTITY

17. Edison Nation, Inc., was a Nevada corporation with its principal place of

business in Bethlehem, Pennsylvania. At all times relevant to this Complaint, Edison Nation’s

stock traded on the Nasdaq.

TOLLING OF THE STATUTE OF LIMITATIONS

18. Defendant Ferguson has entered into tolling agreements with the Commission that

toll the statute of limitations from February 1, 2025 through April 2, 2025, and from May 1,

2025 through February 26, 2026.

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19. Defendant McFadden has entered into tolling agreements with the Commission

that toll the statute of limitations from February 3, 2025 through April 4, 2025, and from May 1,

2025 through February 26, 2026.

FACTS

I. Edison Nation Issues a False Press Release Announcing it “Secures Over $10
Million in Purchase Orders for Personal Protective Equipment”

A. Edison Nation Enters the Personal Protective Equipment Business in March
2020

20. Edison Nation was a product innovation company that helped inventors bring

their products to market. In late March 2020, as Edison Nation experienced a decline in business

due to the COVID-19 pandemic, Edison Nation pivoted its business to selling healthcare related

products, including hand sanitizers, face masks, and other personal protective equipment

products.

21. From in or about late March 2020 through early April 2020, McFadden, a

consultant to Edison Nation, was involved in Edison Nation’s efforts to secure personal

protective equipment.

22. In March and April 2020, Edison Nation compensated McFadden and others with

shares of Edison Nation common stock.

23. On April 6, 2020, McFadden proposed to Ferguson a schedule of upcoming press

releases to highlight Edison Nation’s progress as it pivoted to the personal protective equipment

space.

B.   Ferguson and McFadden Unsuccessfully Attempt to Negotiate a $9 Million
Purchase Order for Hand Sanitizer

24. On or about April 13, 2020, Ferguson and McFadden began negotiations with a

privately-owned distribution company based in Miami, Florida (“Distribution Company”) that

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was interested in buying $9 million worth of hand sanitizer. Ferguson and McFadden also

communicated with a logistics company (“Logistics Company”) that might facilitate the delivery

of hand sanitizer to the Distribution Company.

25. The Distribution Company’s CEO told Ferguson and McFadden that the

Distribution Company needed to have the order in place by 4:00 p.m. on April 14, 2020, in order

for the transaction to proceed. Edison Nation and the Distribution Company failed to finalize

terms of the purchase order by that time.

26. On April 13, 2020, after receiving a draft purchase order from the Distribution

Company, McFadden emailed Ferguson stating, “Let’s get this closed ASAP so we can

announce it this week.”

27. Over the next 24 hours, Ferguson and McFadden had numerous communications,

including at least one conference call, with the CEOs of the Distribution Company and the

Logistics Company. McFadden and Ferguson also attempted to source enough hand sanitizer to

fulfill the anticipated order.

28. At 5:19 p.m. on April 14, 2020, the Logistics Company’s CEO emailed

McFadden, copying Ferguson, stating, “As the holiday … approaches I want to confirm that you

have no issues with the escrow agreement the way it is. We only have about two hours to

confirm this and then we will be out of touch.”

29. At 5:39 p.m. on April 14, 2020, Ferguson emailed the Distribution Company’s

CEO stating, “We are good with the agreement.”

30. One hour later, at 6:43 p.m., the Distribution Company’s CEO responded to

Ferguson’s email and copied McFadden:

7

Hello Chris,
I wanted to contact you directly with this urgent update.
As we discussed earlier on our phone call at 11:45 am today, I had to have an order
in place by 4 pm today. We did attempt to confirm this PO with you numerous
times throughout the day via email, phone, and text. Please understand the severity
of the situation on our end being able to procure the product for our client in the
time allotted to us.
Unfortunately, the deadline was not able to be met.
It is with deep regret that I am unable to proceed ahead at this time.
I am very interested in reviewing the brochure your team mentioned sharing on our
call and working on other PPE items.
I thank you for your understanding and hope we can work together on other
projects. As we discussed, I am going into a Religious Holiday this evening but
please feel free to reach out to me anytime on Friday [April 17, 2020] to discuss
directly.

31. At 7:03 p.m., Ferguson re-sent to the Distribution Company’s CEO Ferguson’s

email from 5:39 p.m. stating, “We are good with the agreement.” The Distribution Company’s

CEO responded at 7:13 p.m., stating, “[U]nfortunately, the … holiday is commencing in a few

minutes. I would love to get on a call with you after the holiday this Friday.”

32. Ferguson replied to the Distribution Company’s CEO in an email at 7:18 p.m.

stating, “Ok. Sorry. I thought the email response confirming our acceptance was sufficient and

then simply waiting for the docusign.” In a separate email at 7:20 p.m., Ferguson stated, “I

believe that we executed a previous version. I apologize if somehow I missed a step.”

33. At 7:22 p.m., McFadden sent an email to the Distribution Company’s CEO,

copying Ferguson, apologizing for any confusion. McFadden concluded the email by stating,

“Enjoy the holiday and I look forward to connecting.”

34. Edison Nation never finalized a deal with the Distribution Company, and the

Distribution Company never executed a final purchase order with Edison Nation for $9 million

worth of hand sanitizer.

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C.  Edison Nation Issues a False Press Release and its Stock Price Increases by
Approximately 197%

35. On April 13, 2020, Edison Nation’s leadership determined that the company

should prepare a press release in anticipation of the $9 million purchase order.

36. Ferguson and McFadden provided the information to include in the press release

and Ferguson contributed a quote.

37. On April 14, 2020, an Edison Nation contractor sent the first of several drafts of

the press release to Ferguson and McFadden for their review and revision.

38. On April 15, 2020, after the Distribution Company had terminated negotiations

for the purchase of $9 million worth of hand sanitizer, McFadden continued to revise the press

release, copying Ferguson on his drafts.

39. On April 16, 2020, at 7:30 a.m., Edison Nation broadly and publicly disseminated

a press release through Globe Newswire announcing, “Edison Nation Medical Secures Over $10

million in Purchase Orders for Personal Protective Equipment in First Week Since Launch.”

40. The press release was false and misleading. Edison Nation never secured a $9

million purchase order from the Distribution Company or any other company prior to the

issuance of the press release. At the time it issued the press release, Edison Nation had secured

only approximately $2.5 million in purchase orders for personal protective equipment.

41. Based on their communications with the Distribution Company’s CEO, Ferguson

and McFadden were at least negligent in not knowing that the April 16, 2020 press release was

false and misleading.

42. On April 15, 2020, the day before Edison Nation issued the press release, Edison

Nation’s stock price closed at $1.67 per share on Nasdaq.

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43. On April 16, 2020, at 9:30 a.m., Edison Nation’s stock price opened at $4.96 per

share, an increase of approximately 197% from the prior trading day’s closing price.  That day,

Edison Nation’s stock price reached a high of $5.20.

D. Ferguson Signs and Files with the Commission a Form 8-K Attaching the
False April 16, 2020 Press Release

44. On or about April 17, 2020, Edison Nation, at Ferguson’s direction, filed a Form

8-K with the Commission, disclosing that Edison Nation had “issued a press release regarding

purchase orders received by its medical division.”

45. The Form 8-K attached a copy of the false and misleading April 16, 2020 press

release stating, “Edison Nation Medical Secures Over $10 Million in Purchase Orders for

Personal Protective Equipment in the First Week Since Launch.”

46. Ferguson signed the Form 8-K as the CEO of Edison Nation.

47. The Form 8-K was false and misleading. Edison Nation had not secured over $10

million in orders when the Form 8-K was filed on or about April 17, 2020. Edison Nation did not

finalize a deal with the Distribution Company and never secured a $9 million purchase order

from the Distribution Company.

E. McFadden Sells Edison Nation Shares at Artificially Inflated Prices

48. On April 16, 2020, McFadden sold 33,290 shares of Edison Nation stock for a

total of approximately $130,802.

49. Because the false and misleading press release had inflated Edison Nation’s share

price, McFadden realized approximately $75,208 more in profits than he would have obtained

had he sold those shares immediately before the issuance of the press release.

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II. Defendants Violated the Federal Securities Laws

50. Defendants caused Edison Nation to issue a materially false and misleading press

release, which was attached as an exhibit to a Form 8-K filed with the Commission.

51. On April 14, 2020, at 6:43 p.m., Ferguson and McFadden received an email from

the Distribution Company’s CEO informing them that the Distribution Company was “unable

to proceed” with the $9 million purchase order.

52. Ferguson and McFadden continued to review and edit drafts of the press release

and authorized its dissemination before the markets opened on April 16, 2020 without

reconnecting with the Distribution Company.

53. Defendants engaged in the conduct described herein in the offer or sale of

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

commerce, the instrumentalities of interstate commerce, and/or by use of the mails.

54. In April 2020, shares of Edison Nation stock traded on the Nasdaq.

55. A reasonable investor would have considered the April 16, 2020 press release

important when considering whether to buy Edison Nation stock. In fact, Edison Nation’s share

price spiked from $1.67 as of the prior trading day’s closing to $4.96 by market open on April

16, 2020—an increase of 197%.

56. In connection with the conduct described herein, Defendants acted at least

negligently. Defendants were at least negligent in not knowing that they were engaging in

deceptive conduct and that the press release contained materially false and misleading

information.

57. McFadden obtained money by means of the materially false press release when he

sold shares of Edison Nation stock into an artificially inflated market on April 16, 2020.

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FIRST CLAIM FOR RELIEF
Violations of Section 17(a)(3) of the Securities Act

(Against Ferguson)

58. The Commission re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 57 as if they were fully set forth herein.

59. By engaging in the conduct described above, Defendant Ferguson, directly or

indirectly, in the offer or sale of securities and by the use of the means or instruments of

transportation or communication in interstate commerce or by use of the mails, at least

negligently engaged in one or more transactions, practices, or courses of business which

operated or would operate as a fraud or deceit upon the purchaser.

60. By engaging in the conduct described above, Defendant Ferguson violated, and

unless enjoined will continue to violate, Section 17(a)(3) of the Securities Act [15 U.S.C. §

77q(a)(3)].

SECOND CLAIM FOR RELIEF
Violations of Sections 17(a)(2) and (3) of the Securities Act

(Against McFadden)

61. The Commission re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 57 as if they were fully set forth herein.

62. By engaging in the conduct described above, Defendant McFadden, directly or

indirectly, by use of the means or instruments of transportation or communication in interstate

commerce, or of the mails, in the offer or sale of securities, at least negligently: (a) obtained

money or property by means of one or more untrue statements of a material fact or any

omissions of a material fact necessary in order to make the statements made, in light of the

circumstances under which they were made, not misleading; and (b) engaged in one or more

transactions, practices, or courses of business which operated or would operate as a fraud or

deceit upon the purchaser.

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63. By engaging in the conduct described above, Defendant McFadden violated, and

unless enjoined will continue to violate, Sections 17(a)(2) and (3) of the Securities Act [15

U.S.C. § 77q(a)(2) and (3)].

PRAYER FOR RELIEF

 WHEREFORE, the Commission respectfully requests that this Court enter a final

judgment:

I.

 Permanently restraining and enjoining Defendant Ferguson from directly or indirectly

engaging in conduct in violation of Section 17(a)(3) of the Securities Act [15 U.S.C. §

77q(a)(3)];

II.

 Permanently restraining and enjoining Defendant McFadden from directly or indirectly

engaging in conduct in violation of Sections 17(a)(2) and (3) of the Securities Act [15 U.S.C. §

77q(a)(2) and (3)];

III.

Ordering Defendant McFadden to disgorge all ill-gotten gains and pay prejudgment

interest thereon;

IV.

 Ordering Defendants Ferguson and McFadden to pay civil penalties pursuant to Section

20(d) of the Securities Act [15 U.S.C. § 77t(d)];

V.

Prohibiting Defendants Ferguson and McFadden, pursuant to Section 21(d)(5) of the

Exchange Act [15 U.S.C. § 78u(d)(5)], from serving as officers or directors of any entity having

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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)]; and

VI.

 Granting such other and further relief as this Court may deem just, equitable, or necessary

in connection with the enforcement of the federal securities laws.

DEMAND FOR JURY TRIAL

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this

case be tried to a jury.

Dated: Philadelphia, PA
February 23, 2026    SECURITIES AND EXCHANGE COMMISSION

      /s/ Julia C. Green
Joseph G. Sansone
Julia C. Green
Gregory Bockin
Karen M. Klotz*
Han Nguyen
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
(267) 602-2133 (Green)
Email: [email protected]

Attorneys for Plaintiff

Joseph G. Sansone 
Julia C. Green 
Gregory Bockin 
Karen M. Klotz* 
Han Nguyen 
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
(267) 602-2133 (Green)
Email: [email protected]

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

v. 

CHRISTOPHER B. FERGUSON and  
BRIAN P. MCFADDEN,

Defendants. 

1:26-cv-01482 

COMPLAINT 
JURY TRIAL DEMANDED  

Plaintiff Securities and Exchange Commission (“Commission”) for its Complaint against 

Defendants Christopher B. Ferguson (“Ferguson”) and Brian P. McFadden (“McFadden”) 

(collectively, “Defendants”), alleges as follows:  

SUMMARY OF THE ALLEGATIONS 

1. This case involves false and misleading information that Edison Nation, Inc.

(“Edison Nation”) disseminated to the market in an April 16, 2020 press release, and in a Form 

* Application for admission pro hac vice to be filed.

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 1 of 13



2 
 

8-K filed with the Commission attaching the press release, concerning its nascent personal 

protective equipment business.   

2. Ferguson, Edison Nation’s Chief Executive Officer (“CEO”), and McFadden, a 

consultant, had been negotiating with a distribution company for the purchase of $9 million 

worth of hand sanitizer. Two days before Edison Nation issued the press release, however, the 

distribution company informed Ferguson and McFadden that it was unable to proceed with the 

transaction.  

3. Before the financial markets opened on April 16, 2020, Edison Nation, at the 

direction of Ferguson and McFadden, issued a press release announcing, “Edison Nation Medical 

Secures Over $10 Million in Purchase Orders for Personal Protective Equipment in First Week 

Since Launch.”  

4. The press release was false and misleading, as Edison Nation had not secured 

over $10 million in purchase orders, but rather, in the absence of a final agreement for the $9 

million order, had only $2.54 million in purchase orders as of April 16, 2020.  

5. In the wake of this news, Edison Nation’s share price spiked from $1.67 as of the 

prior trading day’s closing to $4.96 by market open on April 16, 2020—an increase of 197%.   

6. After the announcement on April 16, 2020, McFadden sold 33,290 shares of 

Edison Nation stock.  

7. By trading during the time that Edison Nation’s stock price was artificially 

inflated by the false press release, McFadden obtained illicit profits of approximately $75,208. 

VIOLATIONS 

8. By engaging in the conduct described in this Complaint, Defendant Ferguson has 

violated, and unless enjoined will continue to violate, Section 17(a)(3) of the Securities Act of 

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 2 of 13



3 
 

1933 (“Securities Act”) [15 U.S.C. § 77q(a)(3)], and Defendant McFadden has violated, and 

unless enjoined will continue to violate, Sections 17(a)(2) and (3) of the Securities Act [15 

U.S.C. § 77q(a)(2) and (3)]. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

9. The Commission brings this action pursuant to the authority conferred upon it by 

Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)].  

10. The Commission seeks a final judgment: (a) permanently restraining and 

enjoining Defendant Ferguson from directly or indirectly engaging in conduct in violation of 

Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]; (b) permanently restraining and 

enjoining Defendant McFadden from directly or indirectly engaging in conduct in violation of 

Sections 17(a)(2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(2) and (3)]; (c) ordering 

Defendant McFadden to pay disgorgement of illicit profits with prejudgment interest thereon; (d) 

ordering Defendants Ferguson and McFadden to pay civil money penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)]; (e) prohibiting Defendants Ferguson and 

McFadden from acting as officers or directors of a public company pursuant to Section 21(d)(5) 

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)]; and (f) 

ordering such other and further relief the Court may deem just and proper.   

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)]. 

12. Defendants directly and indirectly have made use of the means or 

instrumentalities of interstate commerce, or of the mails, in connection with the transactions, 

acts, practices, or courses of business alleged herein.   

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 3 of 13



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13. Venue lies in this judicial district pursuant to Section 22(a) of the Securities Act 

[15 U.S.C. § 77v(a)]. Certain of the acts, practices, transactions and courses of business alleged 

in this Complaint occurred within the Southern District of New York. 

14. At all times relevant to this Complaint, Edison Nation’s stock was listed on the 

Nasdaq stock exchange, trading under the symbol “EDNT,” and Nasdaq is headquartered in this 

District. Additionally, Edison Nation’s April 16, 2020 press release was disseminated over the 

internet and reached readers in this District. 

DEFENDANTS 

15. Christopher B. Ferguson, age 57, is a resident of Fishers, Indiana and is 

currently retired. He served as CEO of Edison Nation from July 2017 through October 2021. 

16. Brian P. McFadden, age 40, is a resident of Safety Harbor, Florida. In April 

2020, McFadden was a consultant to Edison Nation. By the end of 2020, McFadden became 

Edison Nation’s Chief Strategy Officer. 

RELEVANT ENTITY 

17. Edison Nation, Inc., was a Nevada corporation with its principal place of 

business in Bethlehem, Pennsylvania. At all times relevant to this Complaint, Edison Nation’s 

stock traded on the Nasdaq.   

TOLLING OF THE STATUTE OF LIMITATIONS 

18. Defendant Ferguson has entered into tolling agreements with the Commission that 

toll the statute of limitations from February 1, 2025 through April 2, 2025, and from May 1, 

2025 through February 26, 2026. 

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 4 of 13



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19. Defendant McFadden has entered into tolling agreements with the Commission 

that toll the statute of limitations from February 3, 2025 through April 4, 2025, and from May 1, 

2025 through February 26, 2026. 

FACTS 

I. Edison Nation Issues a False Press Release Announcing it “Secures Over $10 
Million in Purchase Orders for Personal Protective Equipment” 

A. Edison Nation Enters the Personal Protective Equipment Business in March 
2020 

20. Edison Nation was a product innovation company that helped inventors bring 

their products to market. In late March 2020, as Edison Nation experienced a decline in business 

due to the COVID-19 pandemic, Edison Nation pivoted its business to selling healthcare related 

products, including hand sanitizers, face masks, and other personal protective equipment 

products.  

21. From in or about late March 2020 through early April 2020, McFadden, a 

consultant to Edison Nation, was involved in Edison Nation’s efforts to secure personal 

protective equipment.  

22. In March and April 2020, Edison Nation compensated McFadden and others with 

shares of Edison Nation common stock. 

23. On April 6, 2020, McFadden proposed to Ferguson a schedule of upcoming press 

releases to highlight Edison Nation’s progress as it pivoted to the personal protective equipment 

space. 

B.   Ferguson and McFadden Unsuccessfully Attempt to Negotiate a $9 Million 
Purchase Order for Hand Sanitizer  

24. On or about April 13, 2020, Ferguson and McFadden began negotiations with a 

privately-owned distribution company based in Miami, Florida (“Distribution Company”) that 

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 5 of 13



6 
 

was interested in buying $9 million worth of hand sanitizer. Ferguson and McFadden also 

communicated with a logistics company (“Logistics Company”) that might facilitate the delivery 

of hand sanitizer to the Distribution Company. 

25. The Distribution Company’s CEO told Ferguson and McFadden that the 

Distribution Company needed to have the order in place by 4:00 p.m. on April 14, 2020, in order 

for the transaction to proceed. Edison Nation and the Distribution Company failed to finalize 

terms of the purchase order by that time.  

26. On April 13, 2020, after receiving a draft purchase order from the Distribution 

Company, McFadden emailed Ferguson stating, “Let’s get this closed ASAP so we can 

announce it this week.” 

27. Over the next 24 hours, Ferguson and McFadden had numerous communications, 

including at least one conference call, with the CEOs of the Distribution Company and the 

Logistics Company. McFadden and Ferguson also attempted to source enough hand sanitizer to 

fulfill the anticipated order. 

28. At 5:19 p.m. on April 14, 2020, the Logistics Company’s CEO emailed 

McFadden, copying Ferguson, stating, “As the holiday … approaches I want to confirm that you 

have no issues with the escrow agreement the way it is. We only have about two hours to 

confirm this and then we will be out of touch.” 

29. At 5:39 p.m. on April 14, 2020, Ferguson emailed the Distribution Company’s 

CEO stating, “We are good with the agreement.”  

30. One hour later, at 6:43 p.m., the Distribution Company’s CEO responded to 

Ferguson’s email and copied McFadden:  

  

Case 1:26-cv-01482     Document 1     Filed 02/23/26     Page 6 of 13



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Hello Chris,  
I wanted to contact you directly with this urgent update.  
As we discussed earlier on our phone call at 11:45 am today, I had to have an order 
in place by 4 pm today. We did attempt to confirm this PO with you numerous 
times throughout the day via email, phone, and text. Please understand the severity 
of the situation on our end being able to procure the product for our client in the 
time allotted to us.  
Unfortunately, the deadline was not able to be met.  
It is with deep regret that I am unable to proceed ahead at this time. 
I am very interested in reviewing the brochure your team mentioned sharing on our 
call and working on other PPE items. 
I thank you for your understanding and hope we can work together on other 
projects. As we discussed, I am going into a Religious Holiday this evening but 
please feel free to reach out to me anytime on Friday [April 17, 2020] to discuss 
directly.  

31. At 7:03 p.m., Ferguson re-sent to the Distribution Company’s CEO Ferguson’s 

email from 5:39 p.m. stating, “We are good with the agreement.” The Distribution Company’s 

CEO responded at 7:13 p.m., stating, “[U]nfortunately, the … holiday is commencing in a few 

minutes. I would love to get on a call with you after the holiday this Friday.” 

32. Ferguson replied to the Distribution Company’s CEO in an email at 7:18 p.m. 

stating, “Ok. Sorry. I thought the email response confirming our acceptance was sufficient and 

then simply waiting for the docusign.” In a separate email at 7:20 p.m., Ferguson stated, “I 

believe that we executed a previous version. I apologize if somehow I missed a step.”  

33. At 7:22 p.m., McFadden sent an email to the Distribution Company’s CEO, 

copying Ferguson, apologizing for any confusion. McFadden concluded the email by stating, 

“Enjoy the holiday and I look forward to connecting.”                                

34. Edison Nation never finalized a deal with the Distribution Company, and the 

Distribution Company never executed a final purchase order with Edison Nation for $9 million 

worth of hand sanitizer. 

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C.  Edison Nation Issues a False Press Release and its Stock Price Increases by 
Approximately 197% 

35. On April 13, 2020, Edison Nation’s leadership determined that the company 

should prepare a press release in anticipation of the $9 million purchase order.  

36. Ferguson and McFadden provided the information to include in the press release 

and Ferguson contributed a quote.  

37. On April 14, 2020, an Edison Nation contractor sent the first of several drafts of 

the press release to Ferguson and McFadden for their review and revision. 

38. On April 15, 2020, after the Distribution Company had terminated negotiations 

for the purchase of $9 million worth of hand sanitizer, McFadden continued to revise the press 

release, copying Ferguson on his drafts. 

39. On April 16, 2020, at 7:30 a.m., Edison Nation broadly and publicly disseminated 

a press release through Globe Newswire announcing, “Edison Nation Medical Secures Over $10 

million in Purchase Orders for Personal Protective Equipment in First Week Since Launch.”  

40. The press release was false and misleading. Edison Nation never secured a $9 

million purchase order from the Distribution Company or any other company prior to the 

issuance of the press release. At the time it issued the press release, Edison Nation had secured 

only approximately $2.5 million in purchase orders for personal protective equipment. 

41. Based on their communications with the Distribution Company’s CEO, Ferguson 

and McFadden were at least negligent in not knowing that the April 16, 2020 press release was 

false and misleading.  

42. On April 15, 2020, the day before Edison Nation issued the press release, Edison 

Nation’s stock price closed at $1.67 per share on Nasdaq. 

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43. On April 16, 2020, at 9:30 a.m., Edison Nation’s stock price opened at $4.96 per 

share, an increase of approximately 197% from the prior trading day’s closing price.  That day, 

Edison Nation’s stock price reached a high of $5.20.  

D. Ferguson Signs and Files with the Commission a Form 8-K Attaching the 
False April 16, 2020 Press Release 

44. On or about April 17, 2020, Edison Nation, at Ferguson’s direction, filed a Form 

8-K with the Commission, disclosing that Edison Nation had “issued a press release regarding 

purchase orders received by its medical division.” 

45. The Form 8-K attached a copy of the false and misleading April 16, 2020 press 

release stating, “Edison Nation Medical Secures Over $10 Million in Purchase Orders for 

Personal Protective Equipment in the First Week Since Launch.”  

46. Ferguson signed the Form 8-K as the CEO of Edison Nation.  

47. The Form 8-K was false and misleading. Edison Nation had not secured over $10 

million in orders when the Form 8-K was filed on or about April 17, 2020. Edison Nation did not 

finalize a deal with the Distribution Company and never secured a $9 million purchase order 

from the Distribution Company. 

E. McFadden Sells Edison Nation Shares at Artificially Inflated Prices 

48. On April 16, 2020, McFadden sold 33,290 shares of Edison Nation stock for a 

total of approximately $130,802.  

49. Because the false and misleading press release had inflated Edison Nation’s share 

price, McFadden realized approximately $75,208 more in profits than he would have obtained 

had he sold those shares immediately before the issuance of the press release.  

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II. Defendants Violated the Federal Securities Laws 

50. Defendants caused Edison Nation to issue a materially false and misleading press 

release, which was attached as an exhibit to a Form 8-K filed with the Commission.  

51. On April 14, 2020, at 6:43 p.m., Ferguson and McFadden received an email from 

the Distribution Company’s CEO informing them that the Distribution Company was “unable 

to proceed” with the $9 million purchase order.  

52. Ferguson and McFadden continued to review and edit drafts of the press release 

and authorized its dissemination before the markets opened on April 16, 2020 without 

reconnecting with the Distribution Company. 

53. Defendants engaged in the conduct described herein in the offer or sale of 

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

commerce, the instrumentalities of interstate commerce, and/or by use of the mails.  

54. In April 2020, shares of Edison Nation stock traded on the Nasdaq.  

55. A reasonable investor would have considered the April 16, 2020 press release 

important when considering whether to buy Edison Nation stock. In fact, Edison Nation’s share 

price spiked from $1.67 as of the prior trading day’s closing to $4.96 by market open on April 

16, 2020—an increase of 197%.  

56. In connection with the conduct described herein, Defendants acted at least 

negligently. Defendants were at least negligent in not knowing that they were engaging in 

deceptive conduct and that the press release contained materially false and misleading 

information.   

57. McFadden obtained money by means of the materially false press release when he 

sold shares of Edison Nation stock into an artificially inflated market on April 16, 2020. 

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FIRST CLAIM FOR RELIEF 
Violations of Section 17(a)(3) of the Securities Act 

(Against Ferguson) 

58. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 57 as if they were fully set forth herein. 

59. By engaging in the conduct described above, Defendant Ferguson, directly or 

indirectly, in the offer or sale of securities and by the use of the means or instruments of 

transportation or communication in interstate commerce or by use of the mails, at least 

negligently engaged in one or more transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

60. By engaging in the conduct described above, Defendant Ferguson violated, and 

unless enjoined will continue to violate, Section 17(a)(3) of the Securities Act [15 U.S.C. § 

77q(a)(3)]. 

SECOND CLAIM FOR RELIEF  
Violations of Sections 17(a)(2) and (3) of the Securities Act 

(Against McFadden) 

61. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 57 as if they were fully set forth herein. 

62. By engaging in the conduct described above, Defendant McFadden, directly or 

indirectly, by use of the means or instruments of transportation or communication in interstate 

commerce, or of the mails, in the offer or sale of securities, at least negligently: (a) obtained 

money or property by means of one or more untrue statements of a material fact or any 

omissions of a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and (b) engaged in one or more 

transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

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63. By engaging in the conduct described above, Defendant McFadden violated, and 

unless enjoined will continue to violate, Sections 17(a)(2) and (3) of the Securities Act [15 

U.S.C. § 77q(a)(2) and (3)]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment: 

I. 

 Permanently restraining and enjoining Defendant Ferguson from directly or indirectly 

engaging in conduct in violation of Section 17(a)(3) of the Securities Act [15 U.S.C. § 

77q(a)(3)]; 

II. 

 Permanently restraining and enjoining Defendant McFadden from directly or indirectly 

engaging in conduct in violation of Sections 17(a)(2) and (3) of the Securities Act [15 U.S.C. § 

77q(a)(2) and (3)]; 

III. 

Ordering Defendant McFadden to disgorge all ill-gotten gains and pay prejudgment 

interest thereon; 

IV. 

 Ordering Defendants Ferguson and McFadden to pay civil penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)]; 

V. 

Prohibiting Defendants Ferguson and McFadden, pursuant to Section 21(d)(5) of the 

Exchange Act [15 U.S.C. § 78u(d)(5)], from serving as officers or directors of any entity having 

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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)]; and 

VI. 

 Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws. 

DEMAND FOR JURY TRIAL 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

Dated: Philadelphia, PA 
February 23, 2026    SECURITIES AND EXCHANGE COMMISSION  

      /s/ Julia C. Green                     
Joseph G. Sansone 
Julia C. Green 
Gregory Bockin 
Karen M. Klotz* 
Han Nguyen 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
(267) 602-2133 (Green) 
Email: [email protected] 
 
Attorneys for Plaintiff 

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