SEC v. Chicago Crypto Capital LLC; and Brian B. Amoah, No. 1:22-cv-04975, Northern District of Illinois (May 18, 2023) — Judgment

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,
 Case No. 22-cv-4975
v.
 Judge John Robert Blakey
CHICAGO CRYPTO CAPITAL, LLC, et al.,

Defendants.

FINAL DEFAULT JUDGMENT AS TO DEFENDANTS
CHICAGO CRYPTO CAPITAL LLC AND BRIAN B. AMOAH

Having considered  the  evidence  in  this  matter,  the  Court  grants  the  United
States Securities and Exchange Commission’s Motion for Default Judgment Against
All Remaining Defendants.   The   Court   hereby   enters   final   judgment   against
Defendants Chicago Crypto Capital LLC and Brian B. Amoah as follows:
I.
 IT  IS  HEREBY  ORDERED,  ADJUDGED,  AND  DECREED  that  Defendants
Chicago  Crypto  Capital  and  Brian  B.  Amoah  are permanently  restrained  and
enjoined  from  violating,  directly  or  indirectly,  Section  10(b)  of  the  Securities
Exchange  Act  of  1934  (the  “Exchange  Act”),  15  U.S.C.  §  78j(b),  and  Rule  10b-5
promulgated    thereunder, 17 C.F.R.    § 240.10b-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:

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 (a) to employ any device, scheme, or artifice to defraud;
 (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) Defendants’ officers, agents, servants, employees, and attorneys; and
(b) other persons in active concert or participation with Defendants or with anyone
described in (a).
II.
 IT  IS  HEREBY  FURTHER  ORDERED,  ADJUDGED,  AND  DECREED  that
Defendants  Chicago  Crypto  Capital  LLC  and  Brian  B.  Amoah  are  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

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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.
 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) Defendants’ officers, agents, servants, employees, and attorneys; and
(b) other persons in active concert or participation with Defendants or with anyone
described in (a).
III.
IT  IS  HEREBY  FURTHER  ORDERED,  ADJUDGED,  AND  DECREED  that
Defendants  Chicago  Crypto  Capital  LLC  and  Brian  B.  Amoah  are  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 carried through the mails or in interstate commerce, by any
means or instruments of transportation, any such security for the purpose of sale or

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for delivery after sale; or
 (c)  Making  use  of  any  means  or  instruments  of  transportation  or
communication in interstate commerce or of the mails to offer to sell or offer to buy
through  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.
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) Defendants’ officers, agents, servants, employees, and attorneys; and
(b) other persons in active concert or participation with Defendants or with anyone
described in (a).
IV.
IT  IS  HEREBY  ORDERED,  ADJUDGED,  AND  DECREED  that  Defendants
Chicago  Crypto  Capital  LLC  and  Brian  B.  Amoah  are  permanently  restrained  and
enjoined  from  violating  Section  15(a)  of  the  Exchange  Act,  15  U.S.C.  § 78o(a),  by,
directly  or  indirectly,  making  use  of  the  mails  or  any  means  or  instrumentality  of
interstate commerce to effect any transactions in, or to induce or attempt to induce
the purchase or sale of, any security (other than an exempted security or commercial
paper,   bankers’   acceptances,   or   commercial   bills)   unless   registered   with   the

5

Commission in accordance with Section 15(b) of the Exchange Act, 15 U.S.C. § 78o(b),
or  associated  with  a  broker-dealer  that  is  registered  with  the  Commission  in
accordance with Section 15(a) of the Exchange Act.
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) Defendants’ officers, agents, servants, employees, and attorneys; and
(b) other persons in active concert or participation with Defendants or with anyone
described in (a).
V.
IT  IS  HEREFY  FURTHER  ORDERED,  ADJUDGED,  AND  DECREED  that
pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78u(d)(5), Defendants
Chicago  Crypto  Capital  LLC  and  Brian  B.  Amoah  are  permanently  restrained  and
enjoined  from  participating,  directly  or  indirectly,  including,  but  not  limited  to,
through any entity they control, in any offering of crypto asset securities; provided,
however, that such injunction shall not prevent them from purchasing or selling any
crypto asset security for their own personal accounts.
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) Defendants’ officers, agents, servants, employees, and attorneys; and

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(b) other persons in active concert or participation with Defendants or with anyone
described in (a).
VI.
IT  IS  HEREFY 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 Brian B. Amoah 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.  § 78l,  or  that  is
required  to  file  reports  pursuant  to  Section  15(d)  of  the  Exchange  Act,  15  U.S.C.
§   78o(d).
VII.
IT  IS  HEREBY  FURTHER  ORDERED,  ADJUDGED,  AND  DECREED  that
Defendants Chicago Crypto Capital LLC and Brian B. Amoah are liable, jointly and
severally, for disgorgement of $935,599.65, representing net profits gained as a result
of the conduct alleged in the Complaint, together with prejudgment interest thereon
in the amount of $136,087.10. Defendants are separately liable for civil penalties, in
the amount of $1,339,368 for Chicago Crypto Capital LLC, and $245,553 for Brian B.
Amoah, pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section
21(d)(3)  of  the  Exchange  Act,  15  U.S.C.  § 78u(d)(3).  Defendants  shall  satisfy  their
obligation  by  paying  these  amounts  to  the  Securities  and  Exchange  Commission
within 30 days after entry of this Final Judgment.
Defendants  may  transmit  payment  electronically  to  the  Commission,  which

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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
http://www.sec.gov/about/offices/ofm.htm
.   Defendants 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;  Chicago  Crypto  Capital  LLC  and  Brian  B.  Amoah  as
defendants; and specifying that payment is made pursuant to this Final Judgment.
Defendants   shall simultaneously transmit photocopies of evidence of payment
and  case  identifying  information  to  the  Commission’s  counsel  in  this  action.  By
making this payment, Defendants   relinquish all legal and equitable right, title, and
interest in such funds and no part of the funds shall be returned to Defendants.
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.  Defendants    shall  pay  post

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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 “Fair Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fair Fund subject to the
Court’s  approval. Such a plan  may  provide  that  the  Fair 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 Fair Fund and the Fair 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, Defendants shall not, after offset or
reduction  of  any  award  of  compensatory  damages  in  any  Related  Investor  Action
based  on  Defendants’  payment  of  disgorgement  in  this  action,  argue  that  they  are
entitled to, nor shall they further benefit by, offset or reduction of such compensatory
damages award by the amount of any part of Defendants’ payment of a civil penalty
in  this  action  (“Penalty  Offset”).  If  the  court  in  any  Related  Investor  Action  grants
such a Penalty Offset, Defendants 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 Treasury or to a Fair Fund, as

9

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 Defendants by or on behalf of one or more
investors based on substantially the same facts as alleged in the Complaint in this
action.
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  55(b)  of  the  Federal
Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith
and without further notice.
Dated:  May 10, 2023    Entered:

      ____________________________
      John Robert Blakey
       United States District Judge

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 
 

 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
Plaintiff,  

 Case No. 22-cv-4975 
v.  

 Judge John Robert Blakey 
CHICAGO CRYPTO CAPITAL, LLC, et al.,  
  

Defendants.  
  

  
FINAL DEFAULT JUDGMENT AS TO DEFENDANTS 

CHICAGO CRYPTO CAPITAL LLC AND BRIAN B. AMOAH  
 

Having considered the evidence in this matter, the Court grants the United 

States Securities and Exchange Commission’s Motion for Default Judgment Against 

All Remaining Defendants. The Court hereby enters final judgment against 

Defendants Chicago Crypto Capital LLC and Brian B. Amoah as follows:  

I. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants 

Chicago Crypto Capital and Brian B. Amoah are permanently restrained and 

enjoined from violating, directly or indirectly, Section 10(b) of the Securities 

Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 

promulgated thereunder, 17 C.F.R. § 240.10b-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: 

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2 
 

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

 (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) Defendants’ officers, agents, servants, employees, and attorneys; and 

(b) other persons in active concert or participation with Defendants or with anyone 

described in (a). 

II. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants Chicago Crypto Capital LLC and Brian B. Amoah are 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 

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3 
 

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. 

 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) Defendants’ officers, agents, servants, employees, and attorneys; and 

(b) other persons in active concert or participation with Defendants or with anyone 

described in (a).  

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants Chicago Crypto Capital LLC and Brian B. Amoah are 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 carried through the mails or in interstate commerce, by any 

means or instruments of transportation, any such security for the purpose of sale or 

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4 
 

for delivery after sale; or 

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

communication in interstate commerce or of the mails to offer to sell or offer to buy 

through 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. 

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) Defendants’ officers, agents, servants, employees, and attorneys; and 

(b) other persons in active concert or participation with Defendants or with anyone 

described in (a). 

IV. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants 

Chicago Crypto Capital LLC and Brian B. Amoah are permanently restrained and 

enjoined from violating Section 15(a) of the Exchange Act, 15 U.S.C. § 78o(a), by, 

directly or indirectly, making use of the mails or any means or instrumentality of 

interstate commerce to effect any transactions in, or to induce or attempt to induce 

the purchase or sale of, any security (other than an exempted security or commercial 

paper, bankers’ acceptances, or commercial bills) unless registered with the 

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5 
 

Commission in accordance with Section 15(b) of the Exchange Act, 15 U.S.C. § 78o(b), 

or associated with a broker-dealer that is registered with the Commission in 

accordance with Section 15(a) of the Exchange Act. 

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) Defendants’ officers, agents, servants, employees, and attorneys; and 

(b) other persons in active concert or participation with Defendants or with anyone 

described in (a). 

V. 

IT IS HEREFY FURTHER ORDERED, ADJUDGED, AND DECREED that 

pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78u(d)(5), Defendants 

Chicago Crypto Capital LLC and Brian B. Amoah are permanently restrained and 

enjoined from participating, directly or indirectly, including, but not limited to, 

through any entity they control, in any offering of crypto asset securities; provided, 

however, that such injunction shall not prevent them from purchasing or selling any 

crypto asset security for their own personal accounts.  

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) Defendants’ officers, agents, servants, employees, and attorneys; and 

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6 
 

(b) other persons in active concert or participation with Defendants or with anyone 

described in (a). 

VI. 

IT IS HEREFY 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 Brian B. Amoah 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. § 78l, or that is 

required to file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 

§ 78o(d). 

VII. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants Chicago Crypto Capital LLC and Brian B. Amoah are liable, jointly and 

severally, for disgorgement of $935,599.65, representing net profits gained as a result 

of the conduct alleged in the Complaint, together with prejudgment interest thereon 

in the amount of $136,087.10. Defendants are separately liable for civil penalties, in 

the amount of $1,339,368 for Chicago Crypto Capital LLC, and $245,553 for Brian B. 

Amoah, pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and Section 

21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3). Defendants shall satisfy their 

obligation by paying these amounts to the Securities and Exchange Commission 

within 30 days after entry of this Final Judgment.  

Defendants may transmit payment electronically to the Commission, which 

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7 
 

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 

http://www.sec.gov/about/offices/ofm.htm. Defendants 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; Chicago Crypto Capital LLC and Brian B. Amoah as 

defendants; and specifying that payment is made pursuant to this Final Judgment.  

Defendants shall simultaneously transmit photocopies of evidence of payment 

and case identifying information to the Commission’s counsel in this action. By 

making this payment, Defendants relinquish all legal and equitable right, title, and 

interest in such funds and no part of the funds shall be returned to Defendants.  

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. Defendants shall pay post 

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8 
 

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 “Fair Fund”), 

pending further order of the Court.   

The Commission may propose a plan to distribute the Fair Fund subject to the 

Court’s approval. Such a plan may provide that the Fair 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 Fair Fund and the Fair 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, Defendants shall not, after offset or 

reduction of any award of compensatory damages in any Related Investor Action 

based on Defendants’ payment of disgorgement in this action, argue that they are 

entitled to, nor shall they further benefit by, offset or reduction of such compensatory 

damages award by the amount of any part of Defendants’ payment of a civil penalty 

in this action (“Penalty Offset”). If the court in any Related Investor Action grants 

such a Penalty Offset, Defendants 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 Treasury or to a Fair Fund, as 

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9 
 

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 Defendants by or on behalf of one or more 

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

action. 

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 55(b) of the Federal 

Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith 

and without further notice. 

Dated:  May 10, 2023    Entered: 
 
     

      ____________________________ 
      John Robert Blakey 

       United States District Judge 
 

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