SEC v. CLAYTON R. THOMAS; and PERSONALIZED HEALTHCARE SOLUTION, LLC, No. 3:23-cv-00459, Middle District of Tennessee (May 10, 2023) — Complaint

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

                                           Plaintiff,
 Civil Action File No.
v.

CLAYTON R. THOMAS and PERSONALIZED
HEALTHCARE SOLUTION, LLC,

                            Defendants.
JURY TRIAL DEMANDED

COMPLAINT
Plaintiff Securities and Exchange Commission (“Commission”) alleges as follows:
SUMMARY
1. Between February and June 2019, Defendant Clayton R. Thomas (“Thomas”),
through his wholly-owned entity, Personalized Healthcare Solution, LLC (“Personalized
Healthcare”), fraudulently raised $730,000 from one investor through the sale of seventeen
promissory notes.
2. Thomas told the investor that its funds would be used to purchase certain medical
devices called the TM-Flow System (“Medical Devices”).
3. These Medical Devices were to be placed in certain third-party medical offices,
generating investment returns through patient usage.
4. Thomas, however, made numerous misrepresentations to the investor, including
overstating both the projected monthly returns from the Medical Devices as well as the cost to
purchase each Medical Device.

2

5. Thomas misappropriated certain investor funds for his personal use by pocketing the
difference between his actual cost of the Medical Device and the amount he told the investor it cost.
6. The investor lost substantially all of its original investments as a result of Thomas’s
misconduct.
VIOLATIONS
7. The Defendants engaged in and, unless restrained and enjoined by this Court, will
continue to engage in acts, practices, schemes, and courses of business that constituted and will
constitute violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)], as well as Section 10(b) 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].
JURISDICTION AND VENUE
8. 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)] and Section 21(d) of
the Exchange Act [15 U.S.C. § 78u(d)].
9. This Court has jurisdiction over this action 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)].
10. In connection with the transactions, acts, practices, and courses of business
described in this Complaint, Defendants, directly and indirectly, have made use of the mails, and/or
the means and instruments of transportation or communication in interstate commerce.
11. Venue is proper because certain of the transactions, acts, practices, and courses of
business constituting violations of federal securities laws occurred in the Middle District of
Tennessee, Thomas resides in the District and resided in this District at the time of the events

3

alleged herein, and Personalized Healthcare had its principal place of business in this District at the
time of the events alleged herein.
THE DEFENDANTS
12. Clayton R. Thomas, age 46, lives in Brentwood, Tennessee. He was the sole owner
and manager of Personalized Healthcare.  Thomas has never held any securities licenses.
13. Personalized Healthcare Solution, LLC, was formed in 2018 by Thomas.  Its
principal place of business was Brentwood, Tennessee.  Thomas promoted the company as a
“medical and wellness driven distribution and management company.”  Personalized Healthcare
was administratively dissolved by the state of Tennessee in August 2022 and all of its known bank
accounts have been closed.  It has never registered a securities offering with the Commission.
THE DEFENDANTS’ OFFERING FRAUD SCHEME
A. Thomas’s Sale of Securities to Fund the Purchase and Placement of Medical
Devices

14. From February 2019 and continuing through June 2019, Thomas, through
Personalized Healthcare, sold seventeen promissory notes for a total of $730,000 to a limited
liability company investor.
15. Thomas marketed the promissory notes as investments.
16. Thomas created a packet of documents called the Personalized Healthcare Solutions
Investor Outline that he intended to use to locate other investors.
17. Despite his efforts, Thomas was not successful in locating investors other than the
limited liability company investor.
18. The limited liability company investor was an investment vehicle for an individual
investor.

4

19. Thomas told the investor that he would use the investment funds to purchase and
place a medical device called the TM-Flow System.
20. The Medical Device was developed and produced by an unrelated third-party entity.
21. The Medical Device collects multiple biometric readings such as blood pressure,
pulse, and other cardio-vascular functions, and then purportedly uses that information to draw
conclusions about the individual’s overall health and wellness.
22. Thomas hired individuals who acted as contractors for Personalized Healthcare.
23. Those contractors would identify medical offices willing to try the Medical Device
for no upfront costs.
24. Personalized Healthcare paid approximately $95,000 to contractors to place the
Medical Devices purchased with the investor’s funds in medical offices.
25. When a medical office indicated it was willing to try the Medical Device, it would
sign a contract with Personalized Healthcare.
26. Pursuant to a typical contract, the medical office would pay no upfront costs for the
Medical Device.
27. Instead, each medical office agreed to pay Personalized Healthcare a set amount per
patient use of the Medical Device.
28. The typical set amount agreed to by the medical office was generally about $200 for
each use of the Medical Device to obtain biometric information about a patient.
29. Between February and June 2019, Thomas sold the investor seventeen promissory
notes for $730,000.
30. Typically, Thomas would approach the investor and sell a new promissory note each
time a contractor found a new medical office to place a Medical Device.

5

31. The terms of the notes were five years with a minimum annual interest rate of
approximately 11.5%.
32. Thomas told the investor, both orally and through written documentation, that he
would use the proceeds of the promissory notes to  purchase new Medical Devices directly from the
manufacturer.
33. The promissory notes included the name of the specific medical office and the serial
identification number for the Medical Device.
34. Thomas verbally represented to the investor that the Medical Devices cost $50,000.
35. Thomas also provided the investor with written documentation stating that the
Medical Devices cost $50,000.
36. Thomas told the investor that the Medical Devices would generate a steady return
and provided pro forma results based on his supposed experience with marketing this type of
device.
37. Thomas also told the investor that it would receive 15-20% of the fees Personalized
Healthcare collected for each Medical Device placed, with a guaranteed minimum monthly
payment of $1,100 per device.
38. Thomas told the investor that Thomas would receive any excess fees that
Personalized Healthcare received as compensation.
B. Thomas’s Fraudulent Misconduct Regarding the Investments
39. Thomas misrepresented or omitted multiple material facts in connection with the
sale of the promissory notes to the investor.
40. For example, Thomas overstated expected investment returns to the investor, having
little to no basis for the projected returns and failing to include past negative results.

6

41. Thomas had no basis for his representation to the investor that the Medical Devices
would generate a guaranteed minimum monthly return of $1,100.
42. In fact, Thomas knew that the investment would likely be far less profitable than
what he told the investor it would be because he had prior experience with a previous investor in
which the Medical Devices produced little to no return.
43. Thomas never told the investor that Medical Devices purchased with the previous
investor’s funds only a few months prior produced little to no return.
44. Thomas also overstated the actual price of the Medical Devices bought with
investment funds and kept the additional funds for his personal use.
45. In January 2019, Thomas told the investor that the price per Medical Device unit
was $50,000.
46. Thomas later provided conflicting documents regarding the cost of the Medical
Devices.
47. One document provided to the investor stated that the price per Medical Device was
$50,000.
48. Another document provided to the investor stated that the Medical Devices only cost
$25,000, but that the support, including hiring contractors to place the devices, was an additional
$25,000.
49. Actual invoices for the purchase of the Medical Devices, however, show that
Thomas’s verbal and written representations to the investor about the price of the Medical Devices
were false and misleading.
50. For example, invoices show that Thomas bought four Medical Devices in January
and February 2019 for an average price of $12,550.

7

51. Thomas retained the difference between what he paid for the Medical Devices and
the undisclosed mark-up he charged the investor.
52. Thomas knew both the actual cost of the Medical Devices and the prior returns
produced by placing those Medical Devices in medical offices.
53. By misrepresenting both the cost of the Medical Devices and the expected levels of
success of the investment, Thomas knowingly misled the investor and caused the investor to lose
substantially all of its investment with Personalized Healthcare.
54. The investor invested a total of $730,000.
55. Over the course of its investment, the investor received payments from Thomas
totaling approximately $116,000.
56. By late 2019, Thomas stopped making any payments on the promissory notes with
the investor.
57. The investor’s total losses were $614,000.
58. Thomas has retained possession of all the Medical Devices purchased with the
investor’s funds.
COUNT I
Violations of Section 17(a)(1) of the Securities Act
[15 U.S.C. § 77(q)(a)(1)]

59. Paragraphs 1 through 58 are hereby re-alleged and incorporated herein by reference.
60. Between February and June 2019, the Defendants, in the offer and sale of securities
described herein, by use of means and instruments of transportation and communication in interstate
commerce and by use of the mails, directly and indirectly, employed devices, schemes, and artifices
to defraud purchasers of such securities, all as more particularly described above.

8

61. While engaging in the course of conduct described above, the Defendants acted with
scienter, that is, with intent to deceive, manipulate or defraud, or with a severely reckless disregard
for the truth.
62. By reason of the foregoing, the Defendants, directly and indirectly, have violated
and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. §
77q(a)(1)].
COUNT II
Violations of Sections 17(a)(2) and (a)(3) of the Securities Act
[15 U.S.C. §§ 77q(a)(2) and (a)(3)]
63. The Commission re-alleges paragraphs 1 through 58 above.
64. Between February and June 2019, the Defendants, in the offer and sale of securities
described herein, by use of means and instruments of transportation and communication in interstate
commerce and by use of the mails, directly and indirectly:
a. obtained money and property by means of untrue statements of material fact and
omissions to state material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading; and
b. engaged in transactions, practices and courses of business which would and did
operate as a fraud and deceit upon the purchasers of such securities, all as more
particularly described above.
65. By reason of the foregoing, the Defendants have violated and, unless enjoined, will
continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and
(a)(3)].

9

COUNT III
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]

66. The Commission re-alleges paragraphs 1 through 58 above.
67. Between February and June 2019, the Defendants, in connection with the purchase
or sale of securities described herein, by the use of the means and instrumentalities of interstate
commerce and by the use of the mails, directly and indirectly:
a. employed devices, schemes, and artifices to defraud;
b. made untrue statements of material facts and omitted to state material facts
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and
c. engaged in acts, practices, and courses of business which would and did operate
as a fraud and deceit upon the purchasers of such securities, all as more
particularly described above.
68. The Defendants knowingly, intentionally, and/or recklessly engaged in the
aforementioned devices, schemes, and artifices to defraud, made untrue statements of material facts
and omitted to state material facts, and engaged in fraudulent acts, practices, and courses of
business.
69. By reason of the foregoing, Defendants, directly and indirectly, have violated and,
unless 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].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully prays for:

10

I.
 Permanent injunctions enjoining Defendants Thomas and Personalized Healthcare and their
officers, agents, servants, employees, and attorneys from violating, directly or indirectly, Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)], and 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].
II.
 An order requiring disgorgement by Defendant Thomas of all ill-gotten gains or unjust
enrichment with prejudgment interest, to effect the remedial purposes of the federal securities laws.
III.
 An order 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)] imposing civil penalties against Defendant
Thomas.
IV.
 Such other and further relief as this Court may deem just, equitable, and appropriate in
connection with the enforcement of the federal securities laws and for the protection of investors.
JURY TRIAL DEMAND
 The Commission hereby demands a trial by jury as needed to determine the liability of each
Defendant.

Respectfully submitted this 9th    day of May, 2023,
/s/ Kristin W. Murnahan
M. Graham Loomis
Regional Trial Counsel
United States Securities & Exchange Commission
950 E. Paces Ferry Road NE, Suite 900
Atlanta, GA 30326

11

404-842-7622
Georgia Bar No. 457868
[email protected]

Kristin W. Murnahan
Senior Trial Counsel
United States Securities & Exchange Commission
950 E. Paces Ferry Road NE, Suite 900
Atlanta, GA 30326
404-842-7655
Georgia Bar No. 759054
[email protected]

COUNSEL FOR PLAINTIFF

UNITED STATES DISTRICT COURT 
MIDDLE DISTRICT OF TENNESSEE 

NASHVILLE DIVISION 
 

  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
                                           Plaintiff,  
 Civil Action File No. 

v.  
  
CLAYTON R. THOMAS and PERSONALIZED 
HEALTHCARE SOLUTION, LLC,  
 

                            Defendants.      

JURY TRIAL DEMANDED 

 
COMPLAINT 

Plaintiff Securities and Exchange Commission (“Commission”) alleges as follows: 

SUMMARY 

1. Between February and June 2019, Defendant Clayton R. Thomas (“Thomas”), 

through his wholly-owned entity, Personalized Healthcare Solution, LLC (“Personalized 

Healthcare”), fraudulently raised $730,000 from one investor through the sale of seventeen 

promissory notes.  

2. Thomas told the investor that its funds would be used to purchase certain medical 

devices called the TM-Flow System (“Medical Devices”). 

3. These Medical Devices were to be placed in certain third-party medical offices, 

generating investment returns through patient usage.   

4. Thomas, however, made numerous misrepresentations to the investor, including 

overstating both the projected monthly returns from the Medical Devices as well as the cost to 

purchase each Medical Device. 

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2 
 

5. Thomas misappropriated certain investor funds for his personal use by pocketing the 

difference between his actual cost of the Medical Device and the amount he told the investor it cost. 

6. The investor lost substantially all of its original investments as a result of Thomas’s 

misconduct. 

VIOLATIONS 

7. The Defendants engaged in and, unless restrained and enjoined by this Court, will 

continue to engage in acts, practices, schemes, and courses of business that constituted and will 

constitute violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)], as well as Section 10(b) 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]. 

JURISDICTION AND VENUE 

8. 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)] and Section 21(d) of 

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

9. This Court has jurisdiction over this action 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)]. 

10. In connection with the transactions, acts, practices, and courses of business 

described in this Complaint, Defendants, directly and indirectly, have made use of the mails, and/or 

the means and instruments of transportation or communication in interstate commerce. 

11. Venue is proper because certain of the transactions, acts, practices, and courses of 

business constituting violations of federal securities laws occurred in the Middle District of 

Tennessee, Thomas resides in the District and resided in this District at the time of the events 

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3 
 

alleged herein, and Personalized Healthcare had its principal place of business in this District at the 

time of the events alleged herein. 

THE DEFENDANTS 

12. Clayton R. Thomas, age 46, lives in Brentwood, Tennessee. He was the sole owner 

and manager of Personalized Healthcare.  Thomas has never held any securities licenses. 

13. Personalized Healthcare Solution, LLC, was formed in 2018 by Thomas.  Its 

principal place of business was Brentwood, Tennessee.  Thomas promoted the company as a 

“medical and wellness driven distribution and management company.”  Personalized Healthcare 

was administratively dissolved by the state of Tennessee in August 2022 and all of its known bank 

accounts have been closed.  It has never registered a securities offering with the Commission.  

THE DEFENDANTS’ OFFERING FRAUD SCHEME 

A. Thomas’s Sale of Securities to Fund the Purchase and Placement of Medical 
Devices 

 
14. From February 2019 and continuing through June 2019, Thomas, through 

Personalized Healthcare, sold seventeen promissory notes for a total of $730,000 to a limited 

liability company investor. 

15. Thomas marketed the promissory notes as investments. 

16. Thomas created a packet of documents called the Personalized Healthcare Solutions 

Investor Outline that he intended to use to locate other investors. 

17. Despite his efforts, Thomas was not successful in locating investors other than the 

limited liability company investor. 

18. The limited liability company investor was an investment vehicle for an individual 

investor. 

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4 
 

19. Thomas told the investor that he would use the investment funds to purchase and 

place a medical device called the TM-Flow System. 

20. The Medical Device was developed and produced by an unrelated third-party entity. 

21. The Medical Device collects multiple biometric readings such as blood pressure, 

pulse, and other cardio-vascular functions, and then purportedly uses that information to draw 

conclusions about the individual’s overall health and wellness. 

22. Thomas hired individuals who acted as contractors for Personalized Healthcare. 

23. Those contractors would identify medical offices willing to try the Medical Device 

for no upfront costs. 

24. Personalized Healthcare paid approximately $95,000 to contractors to place the 

Medical Devices purchased with the investor’s funds in medical offices. 

25. When a medical office indicated it was willing to try the Medical Device, it would 

sign a contract with Personalized Healthcare. 

26. Pursuant to a typical contract, the medical office would pay no upfront costs for the 

Medical Device. 

27. Instead, each medical office agreed to pay Personalized Healthcare a set amount per 

patient use of the Medical Device. 

28. The typical set amount agreed to by the medical office was generally about $200 for 

each use of the Medical Device to obtain biometric information about a patient. 

29. Between February and June 2019, Thomas sold the investor seventeen promissory 

notes for $730,000. 

30. Typically, Thomas would approach the investor and sell a new promissory note each 

time a contractor found a new medical office to place a Medical Device. 

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5 
 

31. The terms of the notes were five years with a minimum annual interest rate of 

approximately 11.5%. 

32. Thomas told the investor, both orally and through written documentation, that he 

would use the proceeds of the promissory notes to purchase new Medical Devices directly from the 

manufacturer. 

33. The promissory notes included the name of the specific medical office and the serial 

identification number for the Medical Device. 

34. Thomas verbally represented to the investor that the Medical Devices cost $50,000. 

35. Thomas also provided the investor with written documentation stating that the 

Medical Devices cost $50,000. 

36. Thomas told the investor that the Medical Devices would generate a steady return 

and provided pro forma results based on his supposed experience with marketing this type of 

device. 

37. Thomas also told the investor that it would receive 15-20% of the fees Personalized 

Healthcare collected for each Medical Device placed, with a guaranteed minimum monthly 

payment of $1,100 per device. 

38. Thomas told the investor that Thomas would receive any excess fees that 

Personalized Healthcare received as compensation. 

B. Thomas’s Fraudulent Misconduct Regarding the Investments 

39. Thomas misrepresented or omitted multiple material facts in connection with the 

sale of the promissory notes to the investor. 

40. For example, Thomas overstated expected investment returns to the investor, having 

little to no basis for the projected returns and failing to include past negative results. 

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6 
 

41. Thomas had no basis for his representation to the investor that the Medical Devices 

would generate a guaranteed minimum monthly return of $1,100. 

42. In fact, Thomas knew that the investment would likely be far less profitable than 

what he told the investor it would be because he had prior experience with a previous investor in 

which the Medical Devices produced little to no return. 

43. Thomas never told the investor that Medical Devices purchased with the previous 

investor’s funds only a few months prior produced little to no return.  

44. Thomas also overstated the actual price of the Medical Devices bought with 

investment funds and kept the additional funds for his personal use. 

45. In January 2019, Thomas told the investor that the price per Medical Device unit 

was $50,000. 

46. Thomas later provided conflicting documents regarding the cost of the Medical 

Devices. 

47. One document provided to the investor stated that the price per Medical Device was 

$50,000. 

48. Another document provided to the investor stated that the Medical Devices only cost 

$25,000, but that the support, including hiring contractors to place the devices, was an additional 

$25,000. 

49. Actual invoices for the purchase of the Medical Devices, however, show that 

Thomas’s verbal and written representations to the investor about the price of the Medical Devices 

were false and misleading. 

50. For example, invoices show that Thomas bought four Medical Devices in January 

and February 2019 for an average price of $12,550. 

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7 
 

51. Thomas retained the difference between what he paid for the Medical Devices and 

the undisclosed mark-up he charged the investor. 

52. Thomas knew both the actual cost of the Medical Devices and the prior returns 

produced by placing those Medical Devices in medical offices. 

53. By misrepresenting both the cost of the Medical Devices and the expected levels of 

success of the investment, Thomas knowingly misled the investor and caused the investor to lose 

substantially all of its investment with Personalized Healthcare. 

54. The investor invested a total of $730,000. 

55. Over the course of its investment, the investor received payments from Thomas 

totaling approximately $116,000. 

56. By late 2019, Thomas stopped making any payments on the promissory notes with 

the investor. 

57. The investor’s total losses were $614,000. 

58. Thomas has retained possession of all the Medical Devices purchased with the 

investor’s funds. 

COUNT I 

Violations of Section 17(a)(1) of the Securities Act 
[15 U.S.C. § 77(q)(a)(1)] 

 
59. Paragraphs 1 through 58 are hereby re-alleged and incorporated herein by reference. 

60. Between February and June 2019, the Defendants, in the offer and sale of securities 

described herein, by use of means and instruments of transportation and communication in interstate 

commerce and by use of the mails, directly and indirectly, employed devices, schemes, and artifices 

to defraud purchasers of such securities, all as more particularly described above. 

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8 
 

61. While engaging in the course of conduct described above, the Defendants acted with 

scienter, that is, with intent to deceive, manipulate or defraud, or with a severely reckless disregard 

for the truth. 

62. By reason of the foregoing, the Defendants, directly and indirectly, have violated 

and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 

77q(a)(1)]. 

COUNT II 

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

63. The Commission re-alleges paragraphs 1 through 58 above. 

64. Between February and June 2019, the Defendants, in the offer and sale of securities 

described herein, by use of means and instruments of transportation and communication in interstate 

commerce and by use of the mails, directly and indirectly: 

a. obtained money and property by means of untrue statements of material fact and 

omissions to state material facts necessary in order to make the statements made, 

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

b. engaged in transactions, practices and courses of business which would and did 

operate as a fraud and deceit upon the purchasers of such securities, all as more 

particularly described above.  

65. By reason of the foregoing, the Defendants have violated and, unless enjoined, will 

continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 

(a)(3)]. 

 

 

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9 
 

COUNT III 

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

 
66. The Commission re-alleges paragraphs 1 through 58 above. 

67. Between February and June 2019, the Defendants, in connection with the purchase 

or sale of securities described herein, by the use of the means and instrumentalities of interstate 

commerce and by the use of the mails, directly and indirectly: 

a. employed devices, schemes, and artifices to defraud;  

b. made untrue statements of material facts and omitted to state material facts 

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

under which they were made, not misleading; and 

c. engaged in acts, practices, and courses of business which would and did operate 

as a fraud and deceit upon the purchasers of such securities, all as more 

particularly described above. 

68. The Defendants knowingly, intentionally, and/or recklessly engaged in the 

aforementioned devices, schemes, and artifices to defraud, made untrue statements of material facts 

and omitted to state material facts, and engaged in fraudulent acts, practices, and courses of 

business. 

69. By reason of the foregoing, Defendants, directly and indirectly, have violated and, 

unless 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]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully prays for: 

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10 
 

I. 

 Permanent injunctions enjoining Defendants Thomas and Personalized Healthcare and their 

officers, agents, servants, employees, and attorneys from violating, directly or indirectly, Section 

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

II. 

 An order requiring disgorgement by Defendant Thomas of all ill-gotten gains or unjust 

enrichment with prejudgment interest, to effect the remedial purposes of the federal securities laws. 

III. 

 An order 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)] imposing civil penalties against Defendant 

Thomas.  

IV. 

 Such other and further relief as this Court may deem just, equitable, and appropriate in 

connection with the enforcement of the federal securities laws and for the protection of investors. 

JURY TRIAL DEMAND 

 The Commission hereby demands a trial by jury as needed to determine the liability of each 

Defendant. 

 

Respectfully submitted this 9th day of May, 2023, 

/s/ Kristin W. Murnahan 
M. Graham Loomis 
Regional Trial Counsel 
United States Securities & Exchange Commission 
950 E. Paces Ferry Road NE, Suite 900 
Atlanta, GA 30326 

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11 
 

404-842-7622 
Georgia Bar No. 457868 
[email protected] 
 
Kristin W. Murnahan 
Senior Trial Counsel 
United States Securities & Exchange Commission 
950 E. Paces Ferry Road NE, Suite 900 
Atlanta, GA 30326 
404-842-7655 
Georgia Bar No. 759054   
[email protected] 
 
COUNSEL FOR PLAINTIFF 

 

  

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