SEC v. PHILIP R. JACOBY, JR., No. 1:17-cv-03230, District of Maryland (Mar. 21, 2023) — Judgment

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
SECURITIES AND EXCHANGE COMMISSION *
Plaintiff*
v. * Case No. 17-cv-03230-SAG
PHILIP R. JACOBY, JR. et al.,*
Defendants*
FINAL JUDGMENT AS TO DEFENDANT PHILIP R. JACOBY, JR.
The Securities and Exch
ange Commission having filed a Complaint and Defendant Philip
R. Jacoby having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment;
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 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:
(a)to employ any device, scheme, or artifice to defraud;

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(b) to make any untrue statement of a material fact or to omit to state a material fact
 necessary in order to make the statements made, in the light of the circumstances
 under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
 operate as a fraud or deceit upon any person.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

II.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933
(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any
means or instruments of transportation or communication in interstate commerce or by use of the
mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact
 or any omission of a material fact necessary in order to make the statements
 made, in light of the circumstances under which they were made, not misleading;
            or
 (c) to engage in any transaction, practice, or course of business which operates or
  would operate as a fraud or deceit upon the purchaser.

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 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rule 13a-14 promulgated under the
Exchange Act [17 C.F.R. § 240.13a-14].
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rule 13b2-2 promulgated under the
Exchange Act [17 C.F.R. § 240.13b2-2] by directly or indirectly:
(a) making or causing to be made a materially false or misleading statement to an
accountant in connection with audits, reviews or examinations of an issuer’s financial
statements or in the preparation or filing of an issuer’s documents or reports required
to be filed with the Commission; or omitting to state, or causing another person to

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omit to state, material facts necessary in order to make statements made, in light of
the circumstances under which such statements were made, not misleading, to an
accountant in connection with audits, reviews or examinations of financial statements
or in the preparation or filing of an issuer’s documents or reports required to be filed
with the Commission; or
(b) taking any action to coerce, manipulate, mislead, or fraudulently influence any
independent public or certified public accountant engaged in the performance of an
audit or review of the financial statements of an issuer that are required to be filed
with the Commission pursuant to subpart A of 17 C.F.R. § 240 or otherwise if that
person knew or should have known that such action, if successful, could result in
rendering the issuer’s financial statements materially misleading.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section 13(a) of
the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R.
§§ 240.12b-20 and 240.13a-1, 240.13a-11, and 240.13a-13] thereunder, by knowingly or
recklessly providing substantial assistance to an issuer that files with the Commission annual,
quarterly, or current reports which contain any untrue statement of material fact or omit to state

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any material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading or which omit any material fact required to be
contained therein.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).

VI.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant
to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the
Securities Act [15 U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director
of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act
[15 U.S.C. § 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 Defendant
is liable for reimbursement of $223,965.88 of stock-sale profits pursuant to Section 304(a) of the
Sarbanes-Oxley Act [15 U.S.C. § 7243(a)]. Based on Defendant’s sworn representations in his
Statement of Financial Condition dated December 20, 2022, and other documents and
information submitted to the Commission, however, the Court is not ordering Defendant to pay a
civil penalty and payment of all but $45,000 of the reimbursement pursuant to Section 304(a) of

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the Sarbanes-Oxley Act is waived. Defendant shall satisfy this obligation by paying $45,000 to
Osiris Therapeutics, Inc. (“Osiris”) or its successor in interest within 30 days after entry of this
Final Judgment. Defendant shall simultaneously transmit photocopies of evidence of payment
and case identifying information to the Commission’s counsel in this action. The Commission
may enforce the Court’s judgment for reimbursement pursuant to Section 304(a) of the Sarbanes-
Oxley Act by use of all collection procedures authorized by law. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant. Defendant shall pay post judgment interest on any
amounts due after 30 days of entry of this Final Judgment pursuant to 28 U.S.C. § 1961.
The determination not to impose a civil penalty and to waive payment of all but $45,000
of the reimbursement pursuant to Section 304(a) of the Sarbanes-Oxley Act is contingent upon
the accuracy and completeness of Defendant’s Statement of Financial Condition. If at any time
following the entry of this Final Judgment the Commission obtains information indicating that
Defendant’s representations to the Commission concerning his assets, income, liabilities, or net
worth were fraudulent, misleading, inaccurate, or incomplete in any material respect as of the
time such representations were made, the Commission may, at its sole discretion and without
prior notice to Defendant, petition the Court for an order requiring Defendant to pay the unpaid
portion of the reimbursement pursuant to Section 304(a) of the Sarbanes-Oxley Act and post-
judgment interest thereon, and the maximum civil penalty allowable under the law. In connection
with any such petition, the only issue shall be whether the financial information provided by
Defendant was fraudulent, misleading, inaccurate, or incomplete in any material respect as of the
time such representations were made. In its petition, the Commission may move this Court to
consider all available remedies, including, but not limited to, ordering Defendant to pay funds or

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assets, directing the forfeiture of any assets, or sanctions for contempt of this Final Judgment.
The Commission may also request additional discovery. Defendant may not, by way of defense
to such petition: (1) challenge the validity of the Consent or this Final Judgment; (2) contest the
allegations in the Complaint filed by the Commission; (3) assert that reimbursement pursuant to
Section 304(a) of the Sarbanes-Oxley Act, post-judgment interest or a civil penalty should not be
ordered; (4) contest the amount of reimbursement pursuant to Section 304(a) of the Sarbanes-
Oxley Act and post-judgment interest; (5) contest the imposition of the maximum civil penalty
allowable under the law; or (6) assert any defense to liability or remedy, including, but not
limited to, any statute of limitations defense. Defendant shall also pay post-judgment interest on
any delinquent amounts pursuant to 28 U.S.C. § 1961.
VIII.
            IT
 IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, for
purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C.
§523, the allegations in the complaint are true and admitted by Defendant, and further, any debt
for amounts due by Defendant under this Final Judgment or any other judgment, order, consent
order, decree or settlement agreement entered in connection with this proceeding, is a debt for
the violation by Defendant of the federal securities laws or any regulation or order issued under
such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).
IX.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
shall not seek indemnification from Osiris or its successor in interest for the payment required by
this Final Judgment.

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____________________________________
STEPHANIE A. GALL
AGHER
UNITED STATES DISTRICT JUDGE

X.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that the
Consent is incorporated herein with the same force and
 effect as if fully set forth herein, and that
Defendant shall comply with all of the undertakings and agreements set forth therein.
XI.
IT IS HEREBY 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.
Dated:
March 17, 2023

/s/

1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF MARYLAND 

SECURITIES AND EXCHANGE COMMISSION * 

Plaintiff *

v. * Case No. 17-cv-03230-SAG 

PHILIP R. JACOBY, JR. et al., *

Defendants *

FINAL JUDGMENT AS TO DEFENDANT PHILIP R. JACOBY, JR.

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

R. Jacoby having entered a general appearance; consented to the Court’s jurisdiction over

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

waived findings of fact and conclusions of law; and waived any right to appeal from this Final 

Judgment: 

I. 

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

permanently restrained and enjoined from violating, directly or indirectly, Section 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: 

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

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

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

 under which they were made, not misleading; or 

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

 operate as a fraud or deceit upon any person. 

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

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

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

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

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

 
II. 

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

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

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

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

mails, directly or indirectly: 

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

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

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

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

 or 

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

  would operate as a fraud or deceit upon the purchaser. 

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

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

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

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

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

 
III. 

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

is permanently restrained and enjoined from violating Rule 13a-14 promulgated under the 

Exchange Act [17 C.F.R. § 240.13a-14]. 

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

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

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

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

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

 
IV. 

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

is permanently restrained and enjoined from violating Rule 13b2-2 promulgated under the 

Exchange Act [17 C.F.R. § 240.13b2-2] by directly or indirectly: 

(a) making or causing to be made a materially false or misleading statement to an 

accountant in connection with audits, reviews or examinations of an issuer’s financial 

statements or in the preparation or filing of an issuer’s documents or reports required 

to be filed with the Commission; or omitting to state, or causing another person to 

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omit to state, material facts necessary in order to make statements made, in light of 

the circumstances under which such statements were made, not misleading, to an 

accountant in connection with audits, reviews or examinations of financial statements 

or in the preparation or filing of an issuer’s documents or reports required to be filed 

with the Commission; or 

(b) taking any action to coerce, manipulate, mislead, or fraudulently influence any 

independent public or certified public accountant engaged in the performance of an 

audit or review of the financial statements of an issuer that are required to be filed 

with the Commission pursuant to subpart A of 17 C.F.R. § 240 or otherwise if that 

person knew or should have known that such action, if successful, could result in 

rendering the issuer’s financial statements materially misleading. 

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

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

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

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

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

 
V. 

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

is permanently restrained and enjoined from aiding and abetting any violation of Section 13(a) of 

the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. 

§§ 240.12b-20 and 240.13a-1, 240.13a-11, and 240.13a-13] thereunder, by knowingly or 

recklessly providing substantial assistance to an issuer that files with the Commission annual, 

quarterly, or current reports which contain any untrue statement of material fact or omit to state 

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

under which they were made, not misleading or which omit any material fact required to be 

contained therein. 

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

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

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

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

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

 
VI. 

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

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

Securities Act [15 U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director 

of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act 

[15 U.S.C. § 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 Defendant 

is liable for reimbursement of $223,965.88 of stock-sale profits pursuant to Section 304(a) of the 

Sarbanes-Oxley Act [15 U.S.C. § 7243(a)]. Based on Defendant’s sworn representations in his 

Statement of Financial Condition dated December 20, 2022, and other documents and 

information submitted to the Commission, however, the Court is not ordering Defendant to pay a 

civil penalty and payment of all but $45,000 of the reimbursement pursuant to Section 304(a) of 

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6 

the Sarbanes-Oxley Act is waived. Defendant shall satisfy this obligation by paying $45,000 to 

Osiris Therapeutics, Inc. (“Osiris”) or its successor in interest within 30 days after entry of this 

Final Judgment. Defendant shall simultaneously transmit photocopies of evidence of payment 

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

may enforce the Court’s judgment for reimbursement pursuant to Section 304(a) of the Sarbanes-

Oxley Act by use of all collection procedures authorized by law. By making this payment, 

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

of the funds shall be returned to Defendant. Defendant shall pay post judgment interest on any 

amounts due after 30 days of entry of this Final Judgment pursuant to 28 U.S.C. § 1961. 

The determination not to impose a civil penalty and to waive payment of all but $45,000 

of the reimbursement pursuant to Section 304(a) of the Sarbanes-Oxley Act is contingent upon 

the accuracy and completeness of Defendant’s Statement of Financial Condition. If at any time 

following the entry of this Final Judgment the Commission obtains information indicating that 

Defendant’s representations to the Commission concerning his assets, income, liabilities, or net 

worth were fraudulent, misleading, inaccurate, or incomplete in any material respect as of the 

time such representations were made, the Commission may, at its sole discretion and without 

prior notice to Defendant, petition the Court for an order requiring Defendant to pay the unpaid 

portion of the reimbursement pursuant to Section 304(a) of the Sarbanes-Oxley Act and post-

judgment interest thereon, and the maximum civil penalty allowable under the law. In connection 

with any such petition, the only issue shall be whether the financial information provided by 

Defendant was fraudulent, misleading, inaccurate, or incomplete in any material respect as of the 

time such representations were made. In its petition, the Commission may move this Court to 

consider all available remedies, including, but not limited to, ordering Defendant to pay funds or 

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assets, directing the forfeiture of any assets, or sanctions for contempt of this Final Judgment. 

The Commission may also request additional discovery. Defendant may not, by way of defense 

to such petition: (1) challenge the validity of the Consent or this Final Judgment; (2) contest the 

allegations in the Complaint filed by the Commission; (3) assert that reimbursement pursuant to 

Section 304(a) of the Sarbanes-Oxley Act, post-judgment interest or a civil penalty should not be 

ordered; (4) contest the amount of reimbursement pursuant to Section 304(a) of the Sarbanes-

Oxley Act and post-judgment interest; (5) contest the imposition of the maximum civil penalty 

allowable under the law; or (6) assert any defense to liability or remedy, including, but not 

limited to, any statute of limitations defense. Defendant shall also pay post-judgment interest on 

any delinquent amounts pursuant to 28 U.S.C. § 1961. 

VIII. 

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

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

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

for amounts due by Defendant under this Final Judgment or any other judgment, order, consent 

order, decree or settlement agreement entered in connection with this proceeding, is a debt for 

the violation by Defendant of the federal securities laws or any regulation or order issued under 

such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

IX. 

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

shall not seek indemnification from Osiris or its successor in interest for the payment required by 

this Final Judgment. 

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____________________________________ 
STEPHANIE A. GALLAGHER 
UNITED STATES DISTRICT JUDGE 

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X. 

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

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

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

XI. 

IT IS HEREBY 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. 

Dated:  March 17, 2023 

/s/

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