In re MONOLITH

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98322 / September 8, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21629 
 
 
In the Matter of 
 
    MONOLITH 
    RESOURCES,  LLC, 
 
Respondent. 
ORDER INSTITUTING CEASE-
AND-DESIST PROCEEDINGS 
PURSUANT TO SECTION 21C 
OF THE SECURITIES 
EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-
DESIST ORDER 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- 
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”) against Monolith Resources, LLC (“Monolith” or 
“Respondent”). 
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”), which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a   party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it   and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- 
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
III. 
 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Respondent 
 
1. Monolith is a privately held Delaware limited liability company headquartered in 
Lincoln, Nebraska. Monolith is a clean technology company that produces hydrogen and carbon 
related products. The company currently has approximately 236 employees
. 
 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

2 
 
Facts 
 
A. Statutory and Regulatory Framework Protecting Whistleblowers 
 
2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 
Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 
“Whistleblower Incentives and Protection.” The congressional purpose underlying these 
provisions was “ to encourage whistleblowers to report possible violations of the securities laws 
by providing financial incentives, prohibiting employment-related retaliation, and providing 
various confidentiality guarantees.” See Implementation of the Whistleblower Provisions of 
Section 21F of the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 
2011) (the “Adopting Release”). 
 
3. Congress explicitly noted the critical importance of providing financial incentives 
to promote whistleblowing to the Commission as it determined that “a critical component of the 
Whistleblower Program is the minimum payout that any individual could look towards in 
determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 
See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, 
and Urban Affairs (Apr. 30, 2010). 
 
4. To fulfill this c ongressional purpose, the Commission adopted Rule 21F-17, which 
provides in relevant part: 
 
(a)  No person may take any action to impede an individual from communicating 
directly with the Commission staff about a possible securities law violation, 
including enforcing, or threatening to enforce, a   confidentiality agreement . . . with 
respect to such communications. 
 
Rule 21F-17 became effective on August 12, 2011. 
 
B. Monolith’s Separation Agreements 
 
5.   Historically, Monolith has entered into separation agreements with certain 
employees who leave the company.  A separation agreement is a    contract between an 
employer and a    former employee documenting the rights and responsibilities of both parties 
incidental to the employee’s departure. 
 
6. Beginning in approximately February 2020 and continuing through early March 
2023, Monolith’s separation agreement stated that “nothing in this agreement is intended to limit 
in any way your right or ability to file a charge or claim with any federal, state, or local agency,” 
but the agreement also took away an employee’s right to recover a monetary award for filing a 
claim with, or participating in an investigation or action by, a governmental agency. 
 
7. Specifically, Section 10 of Monolith’s separation agreement stated in relevant part: 
 
These [governmental] agencies have the authority to carry out their own statutory duties by 
investigating charges or claims, issuing determinations, filing lawsuits in their own name or 

3 
 
taking other action authorized by statute. You retain the right to participate in any such 
action, but not the right to recover money damages or other individual legal or equitable 
relief awarded by any such governmental agency. 
 
8. Twenty-two separated employees signed agreements that contained the 
above language. 
 
9. In or about April 2023, after being contacted by the Commission staff in this 
matter, Monolith voluntarily revised its separation agreement to make clear that in addition to 
not restricting a departing employee’s right to communicate with or provide information to 
governmental agencies, including the Commission, the separation agreement did not in any way 
limit a separated employee’s ability to obtain an incentive award in connection with providing 
such information to governmental agencies. Monolith’s revised separation agreement now 
provides that “nothing in this Agreement shall bar or impede in any way your ability to seek or 
receive any monetary award or bounty from any governmental agency or regulatory or law 
enforcement authority in connection with protected ‘whistleblower’ activity.” 
 
10. Although the Commission is unaware of any instances in which (i) a former 
employee of Monolith who executed the prior separation agreement did not communicate 
directly with Commission staff about potential securities law violations or (ii) Monolith took any  
action to enforce that provision or otherwise prevent such communications, from February 2020 
until early March 2023, Monolith’s separation agreements raised impediments to participation in 
the Commission’s whistleblower program by having the employees forego the critically important 
financial incentives that are intended to encourage persons to communicate directly with the 
Commission staff about possible securities law violations. Such restrictions on accepting 
financial awards for providing information regarding possible securities law violations to the 
Commission undermine the purpose of Section 21F and Rule 21F-17(a), which is to “encourag[e] 
individuals to report to the Commission,” [Adopting Release at p. 201], and violate Rule 21F-
17(a) by impeding individuals from communicating directly with the Commission staff about 
possible securities law violations. 
 
Remedial Actions 
 
11. In determining to accept Monolith’s Offer, the Commission considered its 
remedial actions. For example, Monolith revised it separation agreements to make clear that the 
agreement does not in any way limit a separated employee’s ability to obtain an incentive award 
in connection with providing information to governmental agencies. In addition, Monolith 
notified, or used reasonable efforts to notify, employees who had signed the prior separation 
agreement that the agreement does not in any way limit their ability to obtain such an incentive 
award. 
 
Violation 
 
12. Through its conduct described above, Monolith violated Rule 21F-17 of the 
Exchange Act. 
 
 

4 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Monolith’s Offer. 
 
Accordingly, it   is hereby ORDERED that: 
 
A. Pursuant to Section 21C of the Exchange Act, Respondent Monolith cease and 
desist from committing or causing any violations and any future violations of Rule 21F-17 of the 
Exchange Act. 
 
B. Respondent Monolith shall, within ten (10) days of the entry of this Order, pay a 
civil money penalty in the amount of $225,000 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to 31 
U.S.C. § 3717. Payment must be made in one of the following ways: 
 
(1) Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request; 
(2) Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm;
 or 
(3) Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission 
and hand-delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying Monolith as 
a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Nicholas Heinke, Associate Regional 
Director, United States Securities and Exchange Commission, Denver Regional Office, Byron 
G. Rogers Federal Building, 1961 Stout Street, Suite 1700, Denver, Colorado 80294-1961. 
 
 C.   Amounts ordered to be paid as civil money penalties pursuant to this Order 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, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants 
such a Penalty Offset, Respondent agrees that it 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 Securities and Exchange Commission.  Such a payment shall not be 

5 
 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor 
Action” means a private damages action brought against Respondent by or on behalf of one or 
more investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 
By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 
Before the 

SECURITIES AND EXCHANGE COMMISSION 
 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 98322 / September 8, 2023 

 
ADMINISTRATIVE PROCEEDING 
File No. 3-21629 

 
 

In the Matter of 
 
    MONOLITH 
    RESOURCES, LLC, 

 
Respondent. 

ORDER INSTITUTING CEASE-
AND-DESIST PROCEEDINGS 
PURSUANT TO SECTION 21C 
OF THE SECURITIES 
EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-
DESIST ORDER 

 
I. 

 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- 

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”) against Monolith Resources, LLC (“Monolith” or 
“Respondent”). 

 
II. 

 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- 
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 

 
III. 

 
On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Respondent 
 

1. Monolith is a privately held Delaware limited liability company headquartered in 
Lincoln, Nebraska. Monolith is a clean technology company that produces hydrogen and carbon 
related products. The company currently has approximately 236 employees. 

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 



2  

Facts 
 

A. Statutory and Regulatory Framework Protecting Whistleblowers 
 

2. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 
Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 
“Whistleblower Incentives and Protection.” The congressional purpose underlying these 
provisions was “to encourage whistleblowers to report possible violations of the securities laws 
by providing financial incentives, prohibiting employment-related retaliation, and providing 
various confidentiality guarantees.” See Implementation of the Whistleblower Provisions of 
Section 21F of the Securities Exchange Act of 1934, Release No. 34-64545, at p. 197 (Aug. 12, 
2011) (the “Adopting Release”). 

 
3. Congress explicitly noted the critical importance of providing financial incentives 

to promote whistleblowing to the Commission as it determined that “a critical component of the 
Whistleblower Program is the minimum payout that any individual could look towards in 
determining whether to take the enormous risk of blowing the whistle in calling attention to fraud.” 
See The Restoring American Financial Stability Act of 2010, Committee on Banking, Housing, 
and Urban Affairs (Apr. 30, 2010). 

 
4. To fulfill this congressional purpose, the Commission adopted Rule 21F-17, which 

provides in relevant part: 
 

(a) No person may take any action to impede an individual from communicating 
directly with the Commission staff about a possible securities law violation, 
including enforcing, or threatening to enforce, a confidentiality agreement . . . with 
respect to such communications. 

 
Rule 21F-17 became effective on August 12, 2011. 

 
B. Monolith’s Separation Agreements 

 
5.   Historically, Monolith has entered into separation agreements with certain 

employees who leave the company. A separation agreement is a contract between an 
employer and a former employee documenting the rights and responsibilities of both parties 
incidental to the employee’s departure. 

 
6. Beginning in approximately February 2020 and continuing through early March 

2023, Monolith’s separation agreement stated that “nothing in this agreement is intended to limit 
in any way your right or ability to file a charge or claim with any federal, state, or local agency,” 
but the agreement also took away an employee’s right to recover a monetary award for filing a 
claim with, or participating in an investigation or action by, a governmental agency. 

 
7. Specifically, Section 10 of Monolith’s separation agreement stated in relevant part: 

 
These [governmental] agencies have the authority to carry out their own statutory duties by 
investigating charges or claims, issuing determinations, filing lawsuits in their own name or 



3  

taking other action authorized by statute. You retain the right to participate in any such 
action, but not the right to recover money damages or other individual legal or equitable 
relief awarded by any such governmental agency. 

 
8. Twenty-two separated employees signed agreements that contained the 

above language. 
 

9. In or about April 2023, after being contacted by the Commission staff in this 
matter, Monolith voluntarily revised its separation agreement to make clear that in addition to 
not restricting a departing employee’s right to communicate with or provide information to 
governmental agencies, including the Commission, the separation agreement did not in any way 
limit a separated employee’s ability to obtain an incentive award in connection with providing 
such information to governmental agencies. Monolith’s revised separation agreement now 
provides that “nothing in this Agreement shall bar or impede in any way your ability to seek or 
receive any monetary award or bounty from any governmental agency or regulatory or law 
enforcement authority in connection with protected ‘whistleblower’ activity.” 

 
10. Although the Commission is unaware of any instances in which (i) a former 

employee of Monolith who executed the prior separation agreement did not communicate 
directly with Commission staff about potential securities law violations or (ii) Monolith took any  
action to enforce that provision or otherwise prevent such communications, from February 2020 
until early March 2023, Monolith’s separation agreements raised impediments to participation in 
the Commission’s whistleblower program by having the employees forego the critically important 
financial incentives that are intended to encourage persons to communicate directly with the 
Commission staff about possible securities law violations. Such restrictions on accepting 
financial awards for providing information regarding possible securities law violations to the 
Commission undermine the purpose of Section 21F and Rule 21F-17(a), which is to “encourag[e] 
individuals to report to the Commission,” [Adopting Release at p. 201], and violate Rule 21F-
17(a) by impeding individuals from communicating directly with the Commission staff about 
possible securities law violations. 

 

Remedial Actions 
 

11. In determining to accept Monolith’s Offer, the Commission considered its 
remedial actions. For example, Monolith revised it separation agreements to make clear that the 
agreement does not in any way limit a separated employee’s ability to obtain an incentive award 
in connection with providing information to governmental agencies. In addition, Monolith 
notified, or used reasonable efforts to notify, employees who had signed the prior separation 
agreement that the agreement does not in any way limit their ability to obtain such an incentive 
award. 

 
Violation 

 
12. Through its conduct described above, Monolith violated Rule 21F-17 of the 

Exchange Act. 
 

 



4  

IV. 
 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Monolith’s Offer. 

 
Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 21C of the Exchange Act, Respondent Monolith cease and 
desist from committing or causing any violations and any future violations of Rule 21F-17 of the 
Exchange Act. 

 
B. Respondent Monolith shall, within ten (10) days of the entry of this Order, pay a 

civil money penalty in the amount of $225,000 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to 31 
U.S.C. § 3717. Payment must be made in one of the following ways: 

 
(1) Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request; 
(2) Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission 
and hand-delivered or mailed to: 

 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

 
Payments by check or money order must be accompanied by a cover letter identifying Monolith as 
a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Nicholas Heinke, Associate Regional 
Director, United States Securities and Exchange Commission, Denver Regional Office, Byron 
G. Rogers Federal Building, 1961 Stout Street, Suite 1700, Denver, Colorado 80294-1961. 
 
 C.   Amounts ordered to be paid as civil money penalties pursuant to this Order 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, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants 
such a Penalty Offset, Respondent agrees that it 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 Securities and Exchange Commission.  Such a payment shall not be 

http://www.sec.gov/about/offices/ofm.htm%3B


5  

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor 
Action” means a private damages action brought against Respondent by or on behalf of one or 
more investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

 
 
By the Commission. 

 
 
 

Vanessa A. Countryman 
Secretary 


	UNITED STATES OF AMERICA
	SECURITIES AND EXCHANGE COMMISSION
	I.
	II.
	III.
	Respondent
	Facts
	B. Monolith’s Separation Agreements
	Remedial Actions
	Violation

	IV.