SEC v. CELL>POINT, LLC; GREG RUSSELL COLIP; and TERRY ALLEN COLIP, No. 1:21-cv-01574, District of Colorado (June 11, 2021) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO

Civil Action No. 21-cv-1574

UNITED STATES SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

CELL>POINT, LLC,
GREG RUSSELL COLIP, and
TERRY ALLEN COLIP,

Defendants.

COMPLAINT

Plaintiff United States Securities and Exchange Commission (the “SEC”), for its
Complaint against defendants Cell>Point, LLC (“Cell>Point” or the “Company”), Greg Russell
Colip, and Terry Allen Colip (collectively, “Defendants”), alleges as follows:
SUMMARY OF ALLEGATIONS
1. This case involves multiple and repeated false statements by Cell>Point, a
developmental-stage radiopharmaceutical company, and its executives in connection with its offer
and sale of securities. From January 2016 through February 2021 (the “Relevant Period”),
Cell>Point, its Chief Executive Officer (“CEO”) Greg Colip, and its Chief Financial Officer
(“CFO”) Terry Colip (with Greg Colip, the “Individual Defendants”) defrauded at least 151
investors into purchasing more than $10 million in Cell>Point securities.

2. During the Relevant Period, Defendants made false and misleading statements to
investors about four key aspects of Cell>Point’s business, including the status of its clinical trials,
the total amount of money raised and the amount the Individual Defendants invested in the
business, the Individual Defendants’ compensation, and the status of supposed significant
investments by third parties.
3. First, throughout the Relevant Period, and as recently as February 2021, the
Defendants represented to investors that Cell>Point was months away from completing clinical
trials of its revolutionary product, Oncardia, that would lead to commercialization and, ultimately,
substantial returns for investors. In reality, Defendants suspended clinical trials in 2014 because
Oncardia, which is a radiopharmaceutical, became unstable, and trials have never resumed.
4. Second, Defendants falsely represented that Cell>Point’s three managing
members – Terry Colip, Greg Colip, and the Company’s Chief Technology Officer (“CTO”)
(collectively, the “Founders”) – contributed $38 million, and that Cell>Point had raised over
$104 million. In reality, the Founders did not invest millions of dollars into Cell>Point, and
Cell>Point raised only approximately $56 million from investors since its inception.
5. Third, Defendants misled investors by claiming that the Founders had deferred
96% of their salaries, and misstating the amounts of the Founders’ total deferred compensation.
In reality, Cell>Point has paid the Founders $4.3 million in loans or other forms of compensation
– or more than $.40 of every dollar of the $10 million raised from investors during the Relevant
Period, and owes the Founders much more in deferred compensation that Cell>Point must pay
before investors receive returns.

6. Fourth, Defendants lied to investors about obtaining a purported $15.4 million
equity investment from a Chinese private equity firm in November 2019. In reality, the
agreement Defendants announced to investors was, in the words of Greg Colip, “not a
consummated transaction,” since Cell>Point, in Terry Colip’s words, “tore up” the agreement in
November 2019.
7. Defendants’ fraud was continuous and calculated to enrich the Individual
Defendants at the expense of the Company’s investors.
8. As a result of the conduct described herein, Defendants have violated and, unless
restrained and enjoined, will continue to violate Section 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act of 1934 (“Exchange
Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5thereunder [17 C.F.R. § 240.10b-5(b)].
JURISDICTION AND VENUE
9. The SEC brings this action pursuant to the authority conferred upon it by Section
22(a) of the Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d)-(e) and 78aa].
10. The SEC seeks permanent injunctions against each of the Defendants, enjoining
them from engaging in the transactions, acts, practices, and courses of business alleged in this
Complaint and from violating, directly or indirectly, the laws and rules alleged in this Complaint;
disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint from
each of the Defendants together with prejudgment interest; civil penalties pursuant to Section
21(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 20(d) of the Exchange Act [15
U.S.C. § 78u(d)] against all Defendants; and, against the Individual Defendants, officer and

director bars pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. The SEC seeks any other relief the Court
may deem appropriate pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)].
11. Defendants, directly or indirectly, made use of the means or instruments of
transportation or communication in interstate commerce, the means and instrumentalities of
interstate commerce, or of the mails, in connection with the acts, practices, and courses of
business set forth in this Complaint.
12. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§ 77v(a)] and Sections 21(d), 21A, and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u-1, and
78aa]. Throughout the Relevant Period, Defendant Cell>Point was a Delaware Limited Liability
Company headquartered in Centennial, Colorado, and Defendant Terry Colip resided in
Greenwood Village, Colorado. Certain of the acts, practices, transactions, and courses of
business alleged in this Complaint occurred within the District of Colorado. For example, the
false and misleading statements identified in this Complaint were made in, among other places,
this district, and investors in this district received the false and misleading statements in making
investment decisions.
13. Certain of the acts, practices, transactions, and courses of business alleged in this
Complaint were effected, directly or indirectly, by making use of means or instrumentalities of
transportation or communication in interstate commerce, or the mails, or the facilities of a
national securities exchange.

DEFENDANTS AND RELIEF DEFENDANTS
14. Cell>Point, LLC is a privately-held radiopharmaceutical company that claims to
be developing diagnostic and therapeutic products. It is a Delaware Limited Liability Company
headquartered in Centennial, Colorado.
15. Greg Russell Colip is a resident of Spring, Texas. Greg Colip, who is Terry
Colip’s brother, is a founder, Manager, and the CEO of Cell>Point, and has served in those roles
since 2001. Together with Terry Colip, Greg Colip exercises overall executive control over
Cell>Point. Greg Colip oversees the Company’s intellectual property and efforts to sell the
Company or its technology to a strategic partner or investor. Greg Colip is an attorney licensed
to practice in Texas.
16. Terry Allen Colip is a resident of Greenwood Village, Colorado. Terry Colip,
who is Greg Colip’s brother, is a founder, Manager, and the CFO of Cell>Point, and has served
in those roles since 2001. Terry Colip oversees Cell>Point’s finance and accounting functions
and has control over Cell>Point’s bank accounts, in which investor funds are pooled for
Cell>Point’s use. Prior to joining Cell>Point, Terry Colip was a registered representative
associated with multiple broker-dealers and held multiple securities industry licenses.
FACTS
I. Background
A. Cell>Point’s Formation and Operations
17. Cell>Point is a biotechnology company formed in 2001 to commercialize
radiopharmaceutical compounds. It claims to be developing several diagnostic and therapeutic

compounds for applications related to a range of diseases, including cancer and cardiovascular
disease.
18. Cell>Point’s main product under development is Oncardia, a radiopharmaceutical
compound with applications for lung cancer and cardiovascular disease imaging. Twenty years
ago, in 2001, Cell>Point filed an Investigational New Drug (“IND”) application with the U.S.
Food & Drug Administration (“FDA”) for development of Oncardia as a lung cancer imaging
agent. In 2010, Cell>Point filed an IND application for development of Oncardia as a
cardiovascular disease imaging agent. To have Oncardia approved as a lung cancer or
cardiovascular disease imaging agent, Cell>Point must successfully complete separate Phase 1,
Phase 2, and Phase 3 clinical trials before filing a New Drug Application (“NDA”). FDA
approval of an NDA is the final step that allows a new treatment to be marketed to physicians
and patients. All of these steps must be completed before Cell>Point can market or sell Oncardia
to the public.
19. From 2001 to May 2014, Cell>Point developed manufacturing protocols,
completed preclinical research, filed the INDs, and successfully completed Phase 1 and 2 lung
cancer clinical trials and Phase 1 and 2a cardiovascular clinical trials.
20. In 2012, Oncardia entered Phase 3 clinical trials—typically the final phase of
clinical trials before applying for FDA approval—for lung cancer imaging. In 2013, Oncardia
entered Phase 2b clinical trials – the second part of Phase 2 trials - for cardiovascular imaging.
21. Aside from Oncardia, no Cell>Point product has advanced beyond pre-clinical
development, and Cell>Point has never received regulatory approval to market or sell any
products.

22. Cell>Point has primarily financed its operations from funds raised from the sale
of membership units and the issuance of notes. Since 2001, Cell>Point has raised at least $56
million from over 500 investors, including at least $10 million from over 150 investors during
the Relevant Period.
23. Cell>Point has never paid a dividend or other distribution to any of its investors.
B. The Individual Defendants Were Control Persons of Cell>Point.
24. Since the Company’s founding in 2001, and throughout the Relevant Period,
Cell>Point has been led by its Founders: CEO Greg Colip, CFO Terry Colip, and Cell>Point’s
CTO. Cell>Point’s only other employee during the Relevant Period has been a part-time
accountant. The Founders have complete operational control over Cell>Point. During the Relevant
Period, Greg Colip and Terry Colip each had control over Cell>Point and its activities. In addition,
Greg Colip and Terry Colip each exercised control over the specific, violative activity that is the
subject of this Complaint.
25. According to Cell>Point’s Operating Agreement, as Managers, Greg Colip and
Terry Colip can bind Cell>Point and possess “the right, power, and authority to do on behalf of
the company all things which are necessary, proper, or desirable to carry out its duties and
responsibilities.”
26. Among other responsibilities, CEO Greg Colip is responsible for negotiating
strategic transactions and intellectual property matters, and, during the Relevant Period, he
drafted or reviewed offering materials and investor updates prior to publication.
27. Among other responsibilities, CFO Terry Colip controls Cell>Point’s bank
accounts and accounting records and, during the Relevant Period, wrote and revised offering

materials, solicited investments, and acted as the primary point of contact with Cell>Point’s
investors.
28. Cell>Point’s Founders have caused the Company to incur over $53.4 million in
contingent and deferred liabilities to themselves. Cell>Point’s Founders also structured the
liabilities to themselves to have seniority over other company debt and equity interests such that
the liabilities to the Founders must be paid before returns will be distributed to investors.
29. Investors will not receive a return on their investment until Cell>Point obtains
FDA approval for, or sells or licenses, Oncardia or another product, and pays the Company’s
Founders over $53.4 million.
C. Cell>Point Offered and Sold Securities.
30. Cell>Point offered and sold investments that are “securities” as defined in Section
2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act [15 U.S.C. §§ 77b(a)(1)
and 78c(a)(10)].
31. On or about January 13, 2016, Cell>Point filed a Form D for a Rule 506(b)
unregistered offering of securities. On or about July 23, 2020, Cell>Point filed a Form D/A
amending the 2016 filing.
32. Beginning in January 2016 and continuing through at least February 2021,
Cell>Point offered and sold securities to investors in the form of LLC membership interests
(“units”) and notes (the “offerings”). These offerings are investment contracts and notes.
33. Cell>Point investors, whether purchasers of units or noteholders, invested money
in a common enterprise, had no rights or power to direct the Company’s activities, and were
entirely reliant on the Founders to generate returns.

D. Cell>Point’s Solicitation of and Communications With Investors
34. Cell>Point used a variety of means to solicit prospective investors to purchase
these securities. First, Terry Colip, who acted as Cell>Point’s primary point of contact with
investors, directly solicited new investors through email, the telephone, and by hosting investor
events.
35. Second, Cell>Point solicited additional investments, both unit sales and notes,
from previous investors through general solicitations contained in investor communications and
one-on-one solicitations. As a result of Cell>Point’s efforts, Cell>Point generated over $4.25
million from repeat investors during the Relevant Period. Terry Colip induced previous investors
to make new investments by, among other things, frequently touting Cell>Point’s purported
financial prospects or success in attracting strategic partners at or near the same time as offering
Cell>Point securities for sale. In many cases, Terry Colip also offered Cell>Point units to
existing investors at a discount to the price stated in the offering materials.
36. Third, Cell>Point relied on existing investors to identify and recruit new
investors. Terry Colip frequently used these existing investors to disseminate false and
misleading statements to prospective investors.
37. The existing investors had no source of information about Cell>Point other than
Terry Colip, and Terry Colip knew of and encouraged their recruitment of investors.
38. Referrals from previous investors resulted in dozens of investors investing
millions of dollars during the Relevant Period.
39.  During the Relevant Period, Cell>Point used a variety of different documents,
and several versions of documents, to solicit prospective investors, and to communicate with

existing investors. These documents include: (1) Private Placement Memoranda (“PPMs”), (2)
slide decks (“Investor Decks”), (3) quarterly reports, and (4) ad hoc updates and email
communications from Terry Colip.
40. Defendants have represented that, during the Relevant Period, they destroyed all
their communications to investors or prospective investors, and all communications they
received from investors or prospective investors, after seven days.
1. Private Placement Memoranda
41. Cell>Point solicited investments using at least nineteen versions of its PPM
during the Relevant Period, including versions dated: January 16, 2016; November 1, 2016;
April 3, 2017; July 3, 2017; September 1, 2017; June 1, 2018; October 1, 2018; October 2, 2018;
January 2, 2019; February 10, 2019; April 1, 2019; April 2, 2019; June 1, 2019; September 1,
2019; October 1, 2019; January 2, 2020; February 1, 2020, June 1, 2020; and October 21, 2020.
These PPMs are nearly identical, with some relevant differences identified below.
42. Greg Colip wrote the Company’s first PPM prior to the Relevant Period. During
the Relevant Period, Terry Colip played the predominant role in drafting and making changes to
each new version of the PPM and Greg Colip typically reviewed changes from version to
version.
43. While every version of the PPM included as attachments the model subscription
agreement and Cell>Point’s governing documents, most versions of the PPM that investors
received contained only the income statement and balance sheet from Cell>Point’s most recent
audited financial statements. Most investors did not receive complete audited financial
statements before investing.

44. Because of Defendants’ practice of destroying all investor communications after
seven days, Cell>Point records do not identify which version of the PPM each investor received
or which investors, if any, received the Company’s audited financial statements at or before the
time they made their investments.
2. Investor Decks
45. Beginning no later than January 2019, Terry Colip provided prospective investors
with Investor Decks that summarized the Company’s product development activities, estimated
revenue from prospective sales of the Company’s technology, and capital-raising activities.
Terry Colip was the primary author of each Investor Deck.
46. Cell>Point and Terry Colip provided   prospective investors at least eight different
Investor Decks during the Relevant Period, including versions dated January 2019, March 2019,
May 2019, September 2019, October 2019, November 2019, March 2020, and May 2020.
47. Terry Colip also posted videos on Vimeo.com that showed the slideshow version
of an Investor Deck with his recorded narration.
48. Investor Decks were also emailed to several existing investors.
3. Quarterly Reports
49. Approximately every three months, Terry Colip and Greg Colip drafted reports
(“Quarterly Reports”) that purportedly updated investors on Cell>Point’s business activities and
plans for the near future.
50. Greg Colip wrote sections of the Quarterly Reports related to strategic
transactions and had a practice of reviewing the entirety of the Quarterly Reports before
publication. Terry Colip wrote the rest of the Quarterly Reports and reviewed the entire report.

51. Quarterly Reports were one of Cell>Point’s and Terry Colip’s primary methods of
informing investors about Cell>Point’s purported product development activities and efforts to
sell the Company or its technology and, in several cases, contained explicit offers to sell
Cell>Point securities.
52. Terry Colip disseminated these reports to certain investors by email and published
them on a password-protected website.
4. Ad Hoc Updates and Emails from Terry Colip
53. During the Relevant Period, Terry Colip emailed several stand-alone updates to
investors (“Ad Hoc Updates”). These communications purportedly provided updates on
developments in the Company’s operations. Some of these Ad Hoc Updates included an offer for
the sale of securities.
54. Terry Colip also engaged in email communications with individual investors that
included statements about Cell>Point’s business. These emails were sent at or around the time
Terry Colip solicited additional investments from these investors.
II. Defendants Made Materially False and Misleading Statements to Investors and
Prospective Investors in Connection with the Cell>Point Offerings.
55. In raising funds from investors, Defendants made numerous written and oral
material false and misleading statements and omissions regarding, among other things, the status
of Cell>Point’s Oncardia clinical trials, Cell>Point’s capital raising activities, Cell>Point’s
payments to the Founders, and the status of third-party funding.

A. False and Misleading Statements Regarding Status of Clinical Trials
56. Throughout the Relevant Period, Defendants repeatedly made statements
indicating that clinical trials of Oncardia were ongoing. In fact, there were no clinical trials of
Oncardia during the Relevant Period, and there had been no clinical trials for years.
57. To perform the clinical trials, Cell>Point used “test kits,” which contained the
Oncardia injectable compound used for imaging. In or around 2014, prior to the Relevant Period,
Cell>Point determined that the test kits used to perform the Oncardia clinical trials had become
unstable because the Oncardia compound within the test kits degraded too quickly, hampering its
use. Because of this instability, Cell>Point’s Oncardia test kits were not suitable for continued
use in the Phase 3 lung cancer and Phase 2b cardiovascular clinical trials.
58. Lacking suitable Oncardia test kits for the clinical trials, Cell>Point suspended
both clinical trials in or around May 2014, after imaging just nine patients of an anticipated 368
patients in the Phase 3 lung cancer and Phase 2b cardiovascular clinical trials combined.
59. Since May 2014, no patient has been administered Oncardia in a clinical trial.
60. Cell>Point is developing a reformulated Oncardia imaging product to use in test
kits for clinical trials, but it currently has no product to use for clinical trials, and it has not had a
product it could use for clinical trials since 2014.
61. Cell>Point has at least three substantial steps it must complete before it can
complete the required clinical trials and apply for FDA approval to market and sell Oncardia.
62. The first step Cell>Point must take is to complete development, animal testing,
human testing, regulatory filings, and kit manufacturing for its reformulated Oncardia test kits.
Cell>Point’s CTO estimates that this work will take ten to twelve months to complete.

63. Until this testing and approval is complete, Cell>Point cannot know if its
reformulated product is suitable for clinical trials, nor can it resume its clinical trials.
64. The second step the Company must complete is to identify medical providers and
enroll them in the clinical trials, which a Cell>Point consultant estimates will take two to four
months once the test kits are approved and trials are ready to resume.
65. Cell>Point currently has no clinical trial sites enrolled, and it has had no sites
enrolled since 2016.
66. The third step the Company must complete, after completing manufacturing and
enrolling clinical trial sites, is enrolling patients, administering Oncardia, and analyzing the
resulting images, which Greg Colip estimates will take at least ten to twelve months.
67. Cell>Point currently has no patients enrolled in its clinical trials, and it has had no
patients enrolled in its clinical trials since 2014.
68. Cell>Point must complete each of the above steps for both the lung cancer and
cardiovascular applications.
69. During the Relevant Period, Defendants made numerous statements to investors
about the clinical trials that were false and numerous statements to investors that were
misleading because they omitted these and other important facts. Defendants made false
statements and misleading statements regarding development of Oncardia in the following
documents:
70. PPMs:
a. Each PPM identified above, except for the October 21, 2020 version,
stated: “The Company’s development priority at this time is to complete the cancer and

cardiovascular imaging clinical trials and seek regulatory approval to market both disease
applications. . . . The Phase 3 [oncology] study should be completed [by a date 1 to 6 quarters
later]. The Phase 2b/3 cardiovascular trial should be completed [by the same date or 1 quarter
later].”
b. The October 21, 2020 PPM stated: “The Company’s development priority
at this time is to complete [testing of] sufficient patients in the cancer and cardiovascular
imaging clinical trials and license or sell Oncardia.”
c. PPMs dated January 2, 2019, February 10, 2019, April 1, 2019, April 2,
2019, October 1, 2019, January 2, 2020, February 1, 2020, June 1, 2020, and October 21, 2020
stated in a graphic: “2014-2015: Paused [clinical trials] to adjust dosing from 5mg to 1mg,
optimize product stability, and kit manufacturing.”
d. PPMs dated January 2, 2019, February 10, 2019, April 1, 2019, April 2,
2019, October 1, 2019, January 2, 2020, February 1, 2020, and June 1, 2020 included   a timeline
that stated: “2019: Resumption of Clinical Trials.”
e. The October 21, 2020 PPM stated: “2020: Resumption of Clinical Trials.”
71. Investor Decks:
a. Investor Decks dated January 2019, March 2019, May 2019, March 2020,
and May 2020 stated: “2019 – Resumption of Clinical Trials.”
b. The October 2019 Investor Deck stated that Cell>Point is “[c]ompleting
Phase 3 trials for oncology and cardiology imaging.”

c. Investor Decks dated November 2019, March 2020, and May 2020, stated:
“Oncardia imaging trials meeting all endpoints” and “On track to seek FDA approval for
Oncardia end of 2020.”
d. Investor Decks dated January 2019, March 2019, May 2019, March 2020,
and May 2020 stated: “2014-2015: Paused [clinical trials] to adjust dosing from 5mg to 1mg,
optimize product stability, and kit manufacturing;” “2015-2018: Reformulation to single vial
cold kit to simplify preparation at radiopharmacy;”
e. The November 2019 Investor Deck included a timeline without dates titled
“Development History” that identified past events including “Reformulation to single vial cold
kit to simplify preparation at radiopharmacy” and “Resumption of clinical trials.”
72. Quarterly Reports:
a. The report for First Quarter 2016 stated: “Lead agent Oncardia completing
Phase 3 trials” and “With the additional capital . . . Cell>Point will be expanding the number of
clinical trial sites during Q2 to expedite the completion of the Phase 2b and 3 Oncardia trials.”
b. The report for Second Quarter 2016 stated: “Lead agent Oncardia
completing Phase 3 trials.”
c. The report for Third Quarter 2016 stated:  “Lead agent Oncardia
completing Phase 3 trials” and “Cell>Point completes 1 vial kit of Oncardia. . . . Cell>Point will
complete the remaining patients in the trials with the one vial kits.”
d. The report for Fourth Quarter 2016 stated:  “Lead agent Oncardia
completing Phase 3 trials.”

e. The report for Second Quarter 2017 stated:  “Lead agent Oncardia
completing Phase 3 trials” and “Cell>Point positioning itself to accelerate Oncardia trials to
completion.”
f. The report for Third Quarter 2017 stated:  “Lead agent Oncardia
completing Phase 3 trials.”
g. The report for Fourth Quarter 2017 stated: “Lead agent Oncardia
completing Phase 3 trials” and  “The Company plans to transition into Phase 3 trials for
cardiology imaging by mid-2018 and expedite the recruiting and closing of that trial.”
h. The report for First Quarter 2018 stated:  “Lead agent Oncardia
completing Phase 3 trials” and, after discussing plans to manufacture additional Oncardia, “[t]he
kits are expected this summer and with the delivery of the kits the Phase 2b and 3 Oncardia trials
will expand significantly.”
i. The report for Second Quarter 2018 stated:  “Lead agent Oncardia
completing Phase 3 trials”; “Cell>Point is in the process of adding [a United Kingdom hospital]
as a Phase 3 lung cancer imaging site and [a different U.K. hospital] as a Phase 3 cardiology
imaging site. We are working towards having these sites up and running by September 2018”;
and “Cell>Point plans to complete the Phase 3 lung cancer clinical trial in 2019. In cardiac
imaging, Cell>Point is firming plans which should result in an acceleration of the completion of
the Phase 2b study during the next three months . . . .”
j. The report for Third Quarter 2018 stated:  “Lead agent Oncardia
completing Phase 3 trials” and  “With the new 1mg Oncardia kits and the completion of

additional patients, Cell>Point is reaching the point where it is time to sell the [territorial] rights
to Oncardia.”
k. The report for Fourth Quarter 2018 stated:  “Lead agent Oncardia
completing Phase 3 trials.”
l. The report for First Quarter 2019 stated:  “Lead agent Oncardia
completing Phase 3 trials”;  “Micro dose 1mg Oncardia vials near completion and should be
ready for trials in May”; and “Cell>Point is raising an additional $2-4 million in capital . . . to
expand our clinical trial sites as we negotiate with pharmas looking to purchase/license
Oncardia.”
m. The report for Second Quarter 2019 stated:  “Lead agent Oncardia
completing Phase 3 trials”;  “Trial sites expanded to expedite the completion of the Phase 3 lung
cancer imaging trial”; and “Now with 12 hospitals and imaging centers, we should be able to
close the [Phase 3] trial within four months at full recruitment. During Q3 we will be expanding
the sites for the cardiology Phase 2b/3 trial.”
n. The report for Third Quarter 2019 stated:  “1 vial Oncardia kits past [sic]
testing for trials” and “Cell>Point completed the final testing on our 1 vial kits for the FDA. The
tests were successful and we filed the final CMC documents with the FDA to complete the Phase
2b/3 cardiology trial and Phase 3 lung cancer imaging trial with the new 1 vial kits.”
o. The report for Fourth Quarter 2019 stated:  “The $15.4 million plus the
license payment of $7.4 million from [Chinese Entity 1] will be used to expedite the closing of
the Phase 3 Oncardia imaging trials.”  It also included a timeline graph titled “Enterprise Value

Historical” that included an entry prior to 2018 for “1 Vial Oncardia Kit Completed” and in 2018
for “Completing Oncardia Phase 2b/3 Cardiology Trial and Phase 3 Lung Cancer Imaging Trial.”
73. Each of the above disclosures and representations regarding clinical trials w as
false when made because (1) the clinical trials were suspended in 2014 and never resumed; (2)
the trials were suspended because Oncardia became unstable and therefore unsuitable for
injection into patients; (3) Cell>Point had not completed testing of the reformulated product;
(4) no Oncardia test kits were manufactured; (5) no clinical sites were enrolled in the trials; and
(6) no patients had been imaged in the trials since 2014.
74. Defendants knew or were reckless in not knowing, and should have known, that
their statements concerning the status of clinical trials were false and misleading because they
knew (1) the clinical trials were suspended in 2014 and never resumed; (2) the trials were
suspended because Oncardia became unstable and therefore unsuitable for injection into patients;
(3)  Cell>Point had not completed testing of the reformulated product; (4) no Oncardia test kits
were manufactured; (5) no clinical sites were enrolled in the trials; and (6) no patients had been
imaged in the trials since 2014. Defendants were also negligent in making these false and
misleading statements.
75. Additionally, each of the above disclosures and representations concerning the
expected timeframe in which clinical trials would be completed was false when made because
substantial steps would be required to resume and complete trials, and the substantial costs
associated with those steps were substantially more than Cell>Point could afford at the time,
neither of which was consistent with the above stated timeframes.

76. Defendants knew or were reckless in not knowing and should have known that
their statements concerning the expected timeframe in which clinical trials would be completed
were false because they knew substantial steps would be required to resume and complete trials,
and the substantial costs associated with those steps were substantially more than Cell>Point
could afford at the time, neither of which was consistent with the above stated timeframes.
Defendants were also negligent in making these false and misleading statements.
77. Defendants omitted to state material facts that were necessary to render their
disclosures and representations regarding the status of clinical trials not misleading. These
omissions include (1) the clinical trials were suspended in 2014 and never resumed; (2) the trials
were suspended because Oncardia became unstable and therefore unsuitable for injection into
patients; (3) Cell>Point had not completed testing of the reformulated product; (4) no Oncardia
test kits were manufactured; (5) no clinical sites were enrolled in the trials; (6) no patients had
been imaged in the trials since 2014; (7) substantial steps would be required to resume and
complete trials; and (8) the substantial costs associated with those steps were substantially more
than Cell>Point could afford at the time.
78. The above misrepresentations and omissions as to the status of clinical trials were
material to investors and potential investors because, among other things, investor returns were
dependent on Cell>Point’s ability to commercialize, sell, or license Oncardia, which, in turn, was
dependent on Cell>Point’s ability to complete clinical trials.
79. Because of Defendants’ false and misleading statements, and the material
information Defendants failed to disclose concerning the suspension of clinical trials and reasons
for the suspension, Defendants misled investors about the status of Cell>Point’s clinical trials.

B. False and Misleading Statements Regarding Founder Contributions and
Capital Investments

1. False and Misleading Statements About Founder Contributions
80. Defendants also made material misrepresentations and omissions with respect to
their contributions and capital investments into Cell>Point by dramatically overstating both the
amount of the Founders’ personal investments in the Company and the amount of capital
Cell>Point raised from investors. While Defendants represented that the Founders had
contributed over $30 million, the Founders actually contributed cash of less than $1 million.
Defendants also repeatedly represented that Cell>Point had raised more than $104 million in
total when, in reality, the amount raised from investors was less than $60 million.
81. In November 2019, Terry Colip uploaded to Vimeo.com a twenty-three minute
video that showed an Investor Deck with Terry Colip’s narration. The video solicited
investments and showed the following slide:

82. According to Terry Colip’s narration on the video disseminated on Vimeo, “out of
the $104.2 million raised to date [since inception], 32% of that has been provided by the
Founders.”
83. Similar statements appeared in each PPM and Investor Deck during the Relevant
Period:
a. Nearly all PPMs from November 1, 2016 to June 1, 2020 stated that
“capital and contributions from the founders and passive investors have exceeded $[amount]
with $[amount] used [for] improving and clinically evaluating [Oncardia]” in the amounts listed
below:
PPM Version(s) Amount Raised Amount Used for Oncardia
November 1, 2016 $83.1 million $51 million
April 3, 2017
June 3, 2017
September 1, 2017
$84.6 million $61 million
June 1, 2018 $89.6 million $63.1 million
October 1, 2018 $91 million $64.1 million
January 2, 2019
February 10, 2019
April 1, 2019
April 2, 2019
$91 million $64.1 million

PPM Version(s) Amount Raised Amount Used for Oncardia
June 1, 2019
September 1, 2019
October 1, 2019
January 2, 2020
February 1, 2020
$91 million [omitted; statement ends with
a period after the contribution
amount.]

b. Each PPM from January 16, 2016 to April 2, 2019 stated under
“Management Compensation” that “the [Founders] have contributed approximately $32.1
million in cash and units to cover clinical trials.”
c. Each PPM from June 1, 2019 to June 1, 2020 stated under Management
Compensation that “the [Founders] have contributed approximately $32.1 million to the
Company booked as loans to cover clinical trials.”
d. The October 21, 2020 PPM stated under “Management Compensation”
that “the [Founders] have contributed approximately $38.9 million in cash and units to the
Company booked as loans.”
e. Each Investor Deck also made statements regarding the Company’s capital
raising history.
f. The January 2019 Investor Deck stated that “$90.2 million (US) has been
contributed and raised to date from Founding Partners [and other investors]. . . . $63.1 million
has been invested in our lead agent Oncardia;” “$90.2 million (Provided by Founding Partners,
Oncologists, Radiologists, Cardiologists (including pension funds), strategic investors, high net

worth individuals and small private equity funds)” and “Total Contributions by Founding
Partners - $38 million.”
g. The March 2019 and May 2019 Investor Decks represented that “Total
Contributions by Founding Partners - $38 million.”
h. The September 2019 and October 2019 Investor Decks represented that
“Capital Raised to Date: $90.1 Million” and “Capital Spent to date on Oncardia: $81 Million.”
i. The November 2019, March 2020, and May 2020 Investor Decks
represented that “Capital Raised to Date: $104.2 Million” and “Contributions by Founders: $37.9
million.”  These Investor Decks also included the slide from Terry Colip’s Vimeo.com video set
forth above.
84. In addition, each Quarterly Report from the first quarter of 2016 through the
second quarter of 2019 stated: “Contributions to date from founding and passive members have
exceeded” amounts ranging from $83.4 million to $94 million.
85. These statements regarding the Founders’ contributions to Cell>Point were false
and misleading because the Founders contributed less than $1 million in cash a nd the units the
Founders “contributed” were units they gave to themselves for no cost when Cell>Point was
founded in 2001, and returned to Cell>Point to be sold to new investors. Moreover, the
“contributed” units were sold to new investors for less than $38 million.
86. In exchange for “returning” the units, Cell>Point agreed to pay the Founders the
current market value of the units at the time Cell>Point becomes a public company or is sold to a
buyer.

87. The Founders control the market value of units because they unilaterally set the
price for units that Cell>Point sells.
88. For each dollar that the Founders have increased the unit price, Cell>Point owes
the Founders approximately $1.1 million more.
89. As of December 31, 2019, the liability Cell>Point owed the Founders for these
units was valued at $38.6 million. This liability has priority over investor distributions, meaning
that, if Cell>Point sells or licenses Oncardia in a qualifying transaction, the Founders would be
paid $38.6 million before any distributions to investors.
90. Thus, in actuality, the purported $38 million contribution from the Founders was
neither money nor units they contributed, but rather a liability that Cell>Point owes the
Founders, and a liability that must be paid before investors can obtain a return on their
investment.
91. The notes to Cell>Point’s audited financial statements for each fiscal year during
the Relevant Period described Cell>Point’s “Contingent Equity-Based Payments” and explained
that the Company owes approximately $38 million to the Founders. These notes, however, did
not connect these “Contingent Equity-Based Payments” to the “contributions” referenced in the
PPMs, Investor Decks, and Quarterly Reports, such that an investor would know that they relate
to the same transactions.
92. Moreover, most investors did not receive the full audited financial statements that
contained these notes, and this liability is not included in the abbreviated financial information
attached to most PPMs.

93. Each of the above disclosures and representations regarding the Founders’
contributions was false and misleading when made because (1) the Founders had not contributed
any material amounts of cash; (2) the units the Founders “returned” were sold for far less than
$38 million; and (3) the amounts Defendants represented they had contributed were not
contributions but rather a liability imposed on Cell>Point by the Founders.
94. Defendants knew or were reckless in not knowing, and should have known, that
their statements concerning the Founders’ contributions and amount of capital raised were false
and misleading because they each knew that (1) the Founders had not contributed any material
amounts of cash and far less than the amounts represented; (2) the units the Founders “returned”
were sold for far less than $38 million; and (3) the amounts they represented the Founders had
contributed were not contributions but rather a liability imposed on Cell>Point by the Founders.
Defendants were also negligent in making these false and misleading statements.
95. Defendants omitted to state material facts that were necessary to render their
disclosures and representations concerning the Founders’ contributions and amounts of capital
raised not misleading. These omissions include that (1) the Founders had not contributed any
material amounts of cash and far less than the amounts represented; (2) the units the Founders
“returned” were worth less than $38 million; and (3) the amounts Cell>Point represented the
Founders had contributed were not contributions but rather a liability imposed on Cell>Point.
96. Defendants’ false and misleading statements about the Founders’ contributions
and amount of money Cell>Point raised were material to investors making investment decisions
because they substantially altered the total mix of information. A reasonable investor would want
to know accurate details concerning the Founders’ financial contributions and the extent of the

Company’s liability to them, particularly in light of the magnitude of these misstatements, to
assess the Founders’ personal stake in Cell>Point’s success and the ability of the Company to
successfully implement its business plan and make returns to investors.
97. Because of Defendants’ false and misleading statements, and the material
information Defendants failed to disclose concerning the Founders’ contributions and amount of
money Cell>Point raised, Defendants misled investors about these purported contributions and
the capital available to Cell>Point to effectuate its business plan.
2. False and Misleading Statements about the Amount Raised
98. Cell>Point did not raise anywhere near the total amounts represented by
Defendants.
99. While as described above Cell>Point represented in various documents provided
to investors and prospective investors that it had raised over $100 million, Cell>Point’s bank and
financial records reflect that, as of February 28, 2021, it has raised only approximately $56
million from investors since its inception.
100. Each of the above disclosures and representations regarding the Founders’
contributions and amounts of capital raised was false and misleading when made because
Cell>Point has raised only approximately $56 million since inception.
101. Defendants knew or were reckless in not knowing, and should have known, that
their statements concerning the amount of capital raised were false and misleading because they
controlled Cell>Point’s bank accounts and finances and each knew that Cell>Point had raised
only approximately $56 million since inception. Defendants were also negligent in making these
false and misleading statements.

102. Defendants’ false and misleading statements about the amount of money
Cell>Point raised were material to investors making investment decisions because they
substantially altered the total mix of information. A reasonable investor would want to know
accurate details concerning the amount of money that was raised.
103. Because of Defendants’ false and misleading statements, and the material
information Defendants failed to disclose concerning the amount of money Cell>Point raised,
Defendants misled investors about the capital available to Cell>Point to effectuate its business
plan.
C.  False and Misleading Statements Regarding Manager Compensation
104. Defendants also made false and misleading statements to investors that failed to
disclose the substantial sums Cell>Point paid the Founders during the Relevant Period.
105. During the Relevant Period, each Founder received approximately $33,000 per
year in salary from Cell>Point, but also accrued millions in deferred compensation plus interest.
In addition, each Founder also took substantial loans from Cell>Point against his respective
deferred compensation. As a result of these loan payments, in total, Cell>Point paid the three
Founders approximately $4.3 million from investor funds during the Relevant Period.
106. Cell>Point’s statements to investors about the Founders’ compensation were
misleading because they falsely communicated that the Founders had deferred any substantial
personal payouts until the Company was successful.
107. Each PPM dated between January 16, 2016 and June 1, 2020 stated in the
Management Compensation section: “Since the formation of the Company in 2001, the

[Founders] have agreed to defer receipt of 96% of their contracted salaries until such time as the
Company achieves sustained profitability and a significant cash infusion milestone.”
108. In addition, each PPM dated between November 1, 2016 and June 1, 2020 stated
in the same section: “According to the [most recently completed financial statements] the
deferred unremitted payroll against loans to officers was” a figure ranging from $6,558,172 in
the November 1, 2016 PPM to $13,773,992 in the June 1, 2020 PPM.
109. These PPM statements were false and misleading because in actuality each
Manager accrued an annual salary of approximately $800,000 during the Relevant Period and
Cell>Point owed the Founders a significant amount for deferred compensation that was not
disclosed.
110. As of December 31, 2019, Cell>Point’s cumulative deferred compensation
liability owed to the Founders since Cell>Point’s inception, including interest, was $29.3 million
-- more than twice the “deferred unremitted payroll against loans to officers” figure set forth in
the PPMs.
111. In addition, the PPM statements were false and misleading because, though
omitted from Cell>Point disclosures, the Founders actively drew on their “deferred
compensation” by taking substantial sums from the Company each year that were booked as
loans.
112. As of December 31, 2019, the cumulative amount of these “loans” that Cell>Point
made to the Founders since its inception, including interest, was $14.7 million – substantially
more than the “deferred unremitted payroll against loans to officers” figure disclosed in the
PPMs.

113. These loans accrue interest at the same rate as Cell>Point’s deferred
compensation obligation to the Founders. In addition, these loans become due upon a qualifying
transaction by Cell>Point, which would also trigger Cell>Point’s payment of deferred
compensation to the Founders. As a result, the deferred compensation liability would net against
the loan repayment obligation.
114. The liability Cell>Point owes to its Founders for deferred compensation has
priority over investor distributions. In essence, if Cell>Point sells or licenses Oncardia in a
qualifying transaction, then the Founders would be paid at least $14.5 million before any
distributions to investors. Combined with the priority obligation to the Founders for their
returned units (totaling approximately $38.9 million), Cell>Point owed the Founders more than
$53.4 million at the end of the Relevant Period, all of which has priority over the return of
money to investors.
115. Since Cell>Point has no regular source of cash other than investor funds, the
money it paid to the Founders as compensation, loans against deferred compensation, or
otherwise, came from investor funds.
116. The approximately $4.3 million Cell>Point paid to the Founders during the
Relevant Period represents more than 40% of investor funds Cell>Point obtained during that
same time. Bank records during the Relevant Period show a consistent pattern of Cell>Point
transferring investor funds to the Founders promptly after receiving them from investors.
117. Cell>Point made millions in payments to the Founders despite its dire financial
condition. Cell>Point had less than $25,000 in its bank accounts as of February 28, 2021.

118. Each of the above disclosures and representations regarding the Founders’
compensation was false when made, and Defendants knew or were reckless in not knowing, and
should have known, that their statements concerning the Founders’ compensation were false and
misleading, as Defendants each knew the amount of money they were owed by the Company, as
well as the amount of money they were taking from the Company despite its dire financial
situation.
119. Defendants omitted to state material facts that were necessary to render their
disclosures and representations concerning the Founders’ compensation not misleading. These
omissions include accurate information about the compensation and loans paid to the Founders.
120. Defendants’ false and misleading statements about the Founders’ compensation
were material to investors making investment decisions because they substantially altered the
total mix of information. A reasonable investor would want accurate information about the
amounts of compensation received by the Founders, regardless of its form, as well as the
enormous liabilities Cell>Point accrued for the Founders’ benefit that took priority over
payments to investors.
121. Because of Defendants’ false and misleading statements, and the material
information Defendants failed to disclose concerning the amount of money owed to and taken by
Cell>Point Founders, Defendants misled investors about the Founders’ compensation.
D. False and Misleading Statements Regarding Potential Strategic Transactions
122. During the Relevant Period, Cell>Point has attempted to identify possible
strategic transactions that could result in a substantial cash infusion.

123. Among other efforts, Cell>Point unsuccessfully sought funding from foreign
license partners, unsuccessfully contracted with an investment bank to market Oncardia to
strategic partners in the pharmaceutical industry, unsuccessfully sought venture capital
investments, unsuccessfully pursued private equity investments, and attempted to form
partnerships with others that never came to fruition.
124. Greg Colip led these efforts and wrote the portions of Quarterly Reports that
discussed them.
125. Terry Colip was also actively involved in these efforts and wrote and distributed
statements to investors. He also reviewed and distributed portions of Quarterly Reports written
by Greg Colip.
126. From 2019 to 2020, Cell>Point misrepresented the success of one such strategic
transaction with a Houston-based Chinese citizen (“Chinese Businessman”) and two different
shell companies he controlled   (both registered to addresses in suburban Houston strip malls).
127. Since at least 2016, Cell>Point had attempted unsuccessfully to secure funding
from various Chinese entities that the Chinese Businessman controlled.
128. In November 2019, Chinese Entity 1 signed a subscription agreement to buy
$15.4 million in Cell>Point units. This amount was significant, as it represented roughly a
quarter of all funds Cell>Point previously raised from investors.
129. In an Ad Hoc Update dated November 6, 2019 and sent to investors, Terry Colip
announced that “Cell>Point completed a subscription agreement for $15.4 Million for 4.1% of
Cell>Point. The use of funds will be limited to complete the Phase 2b and 3 Oncardia imaging

trials. The funding for the $15.4 Million came from an Asian Private Equity Fund.” In the same
communication, he offered additional Cell>Point units for sale.
130. Cell>Point’s Investor Decks dated November 2019, March 2020, and May 2020
added $15.4 million to the total capital raised by the Company and specifically highlighted this
investment by an “Asian Private Equity Fund.”
131. Subsequent Quarterly Reports also highlighted this investment as follows:
a. The report for Fourth Quarter 2019 stated: “Cell>Point signs $15.4 million
equity purchase agreement funded by a large Asian PE Fund. . . . Cell>Point reaches preliminary
terms to expand the $15.4 million investment” and “On November 1, 2019, Cell>Point signed
the equity agreement for the funding. The $15.4 million . . . from [Chinese Entity 1] will be used
to expedite the closing of the Phase 3 Oncardia imaging trials.”
b. The report for First Quarter 2020 stated:  “Cell>Point executed an equity
purchase agreement with [Chinese Entity 1] in late Q4 2019 for the purchase of a 4.1% interest
in Cell>Point for $15.4 million, pre-money valuation of $375.6 million. The equity purchase
agreement was funded by [Asian Private Equity Fund 1].”
c. The report for Second Quarter 2020 stated:  “As discussed in the last QR,
the Covid-19 virus shut down funding out of China. The two equity purchases are now back on
track. The first purchase, just over $15 million has been allocated and is awaiting approval from
the China Foreign Currency Exchange to be released to the U.S.”
132. These statements were false and misleading because Cell>Point and the Chinese
Businessman terminated the purported November 2019 subscription agreement between
Cell>Point and Chinese Entity 1 in late November 2019.

133. On November 22, 2019, Terry Colip emailed the investment bank Cell>Point had
previously used to solicit strategic transactions, and stated that he met with Chinese Entity 1 and
they “tore up” the November 1, 2019 subscription agreement.
134. On November 26, 2019, Greg Colip had a telephone call with the investment bank
and stated the signed November 1, 2019 agreement was not a consummated transaction. Rather,
it was “structured as a sample agreement, so that the party on the other side could understand
what one arm of the contract would look like, so we signed it up and sent it to them. . . . That has
not been consummated.”
135. In August 2020, Cell>Point and Chinese Entity 2, also controlled by the Chinese
Businessman, signed an agreement for a $15 million investment in Cell>Point, which Cell>Point
also then announced to investors, without providing any information about termination of the
first purported deal. No equity purchase agreement between Cell>Point and the Chinese
Businessman or any Chinese Entity for an equity purchase existed prior to August 2020.
136. As of February 28, 2021, Cell>Point had received only approximately $1 million
from the Chinese Businessman, most of which the Chinese Businessman and/or a Chinese Entity
paid directly to a Cell>Point vendor without passing through Cell>Point’s bank accounts.
Cell>Point received no additional funds from any deal with the Chinese Businessman during the
Relevant Period.
137. Each of the above disclosures and representations regarding purported
transactions with the Chinese Businessman was false and misleading when made and Defendants
knew or were reckless in not knowing, and should have known, that their statements concerning
the purported transactions with the Chinese Businessman were false and misleading, as

Defendants each knew that (a) the November 2019 subscription agreement between Cell>Point
and Chinese Entity 1 was terminated in late November 2019; and (b) that pursuant to the August
2020 agreement for a purported $15 million investment in Cell>Point, the Company received
only approximately $1 million from the Chinese Businessman, most of which the Chinese
Businessman and/or a Chinese Entity paid directly to a Cell>Point vendor.
138.  Defendants omitted to state material facts that were necessary to render their
disclosures and representations concerning purported transactions with the Chinese Businessman
not misleading. These omissions include the facts that Cell>Point had terminated the agreement
and had never received the funds.
139. Defendants’ false and misleading statements between November 2019 and August
2020 concerning purported transactions with the Chinese Businessman were material to investors
making investment decisions because they substantially altered the total mix of information. A
reasonable investor would want accurate information about strategic transactions and substantial
fundraising that, according to Cell>Point’s statements, would fund the completion of the clinical
trials and lead to investor returns.
140. Because of Defendants’ false and misleading statements, and the material
information Defendants failed to disclose concerning the agreements actually entered into
between Cell>Point and the Chinese Businessman, Defendants misled investors about the
purported transactions with the Chinese Businessman.
E. Defendants are Each Liable for Their Misstatements and Omissions.
141. All of the misrepresentations and omissions detailed above were made in
connection with the offer, purchase, or sale of securities issued by Cell>Point.

142. Greg Colip and Terry Colip each made or directed each misrepresentation and
omission detailed above.
143. Both Greg Colip and Terry Colip determined the content of and had ultimate
authority over the PPMs, as well as the Investor Decks, Quarterly Reports, and Ad Hoc Updates
used to solicit prospective investors.
144. Throughout the Relevant Period, Greg Colip and Terry Colip were acting within
the scope of their apparent authority to make representations on behalf of Cell>Point, and did in
fact make representations described above on behalf of Cell>Point.
145. The scienter of Greg Colip and Terry Colip is imputed to Cell>Point.
F. Cell>Point, Greg Colip, and Terry Colip Obtained Money or Property From
Their Misconduct.
146. Defendants each obtained money by means of the misrepresentations and
omissions detailed above.
147. During the Relevant Period, Cell>Point received approximately $10 million in
funds from investors from the sale of units and notes.
148. Terry Colip and Greg Colip received compensation and loans against deferred
compensation, both of which were entirely funded by investor capital.
III. Defendants Engaged in Deceptive Conduct to Conceal Their Fraud From Investors.
149. In addition to creating and disseminating the false and misleading statements
identified above, Defendants engaged in other deceptive conduct. After fraudulently inducing
investors to fund Cell>Point, Defendants engaged in deceptive acts to prevent investors and
investigators from discovering the truth about Cell>Point’s fraud.

150. Terry Colip and Greg Colip wrote, reviewed, and/or disseminated the false and
misleading statements described above to current investors. These statements were designed to
lull them into believing that Cell>Point was successfully advancing development of Oncardia.
151. In addition, Terry Colip sent numerous emails and made oral statements to
investors that made other false or misleading lulling statements, including, for example:
a. an April 2019 statement by Terry Colip to an investor, that the investor
circulated to multiple additional investors, stating that “cancer imaging is 2/3 done and
‘knocking it out of the park’”;
b. a March 2020 email from Terry Colip to another investor, that the investor
distributed to multiple other investors, stating: “We have wonderful technology with Oncardia
and we are meeting our phase 3 clinical trial endpoints”; and
c. a recorded August 2020 call with a longtime investor group during which
Terry Colip described good progress imaging patients and projected filing for FDA approval
within six months.
152. Terry Colip made false and misleading statements to at least three investors with
the knowledge and expectation that they would disseminate the false and misleading statements
in connection with soliciting investments in Cell>Point.
153. On at least two occasions, Terry Colip instructed investors to disregard
Cell>Point’s audited financial statements as meaningless for a pre-revenue company like
Cell>Point, and instead encouraged the investors to focus on Cell>Point’s (falsely represented)
clinical trials and intellectual property, including, for example:

a. a March 2019 email to a longtime investor who asked for financial
statement information stating “[i]n terms of P&L and B/S it would not tell you much. As with
any biotech we are using every dollar of cash to push trials while we sell Oncardia”; and
b. a July 2019 email to an investor responding to his accountant’s concerns
about Cell>Point’s financial condition stating “[t]he value of pre-revenue biotech is three things.
(1) technology, (2) patent life and (3) where you are in clinical trials. On those three value points
we are doing well.”
IV. Greg Colip Aided and Abetted Cell>Point’s and Terry Colip’s Fraud.
154. As described above, Greg Colip acted knowingly, or recklessly, and negligently in
making false and misleading statements to current and prospective Cell>Point investors and
engaged in deceptive acts.
155. Greg Colip also aided and abetted Cell>Point’s and/or Terry Colip’s making of
false and misleading statements to investors and deceptive acts by providing substantial
assistance through the conduct described above.
FIRST CLAIM FOR RELIEF
Fraud—Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]
(Against All Defendants)
156. The SEC realleges and incorporates by reference paragraphs 1 to 155 as though
fully set forth herein.
157. By virtue of the foregoing, from no later than 2016 through at least February
2021, Cell>Point, Greg Colip, and Terry Colip, directly or indirectly, acting with scienter, by use
of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a

national securities exchange, in connection with the purchase or sale of a security: (a) employed
devices, schemes or artifices to defraud; (b) made untrue statements of material fact or 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 or courses of
business which operated or would operate as a fraud or deceit upon another person.
158. By reason of the conduct described above, Cell>Point, Greg Colip, and Terry
Colip, directly or indirectly, violated, and unless restrained and enjoined, will again 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(b)].
SECOND CLAIM FOR RELIEF
Fraud—Control Person Liability under Section 20(a) of the Exchange Act [15 U.S.C.
§ 78t(a)] for Cell>Point’s Violation of Exchange Act Section 10(b) and Rule 10b-5
Thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]
(Alternatively, against Greg Colip and Terry Colip)
159. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though
fully set forth herein.
160. By virtue of the foregoing, from no later than 2016 through at least February
2021, Greg Colip and Terry Colip exercised control over Cell>Point, which, directly or
indirectly, acting with scienter, by use of the means or instrumentalities of interstate commerce,
or of the mails, or of a facility of a national securities exchange, in connection with the purchase
or sale of a security: (a) employed devices, schemes, or artifices to defraud; (b) made untrue
statements of material fact or 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, or courses of business which operated or would operate as a fraud
or deceit upon another person.
161. Accordingly, Greg Colip and Terry Colip are liable as control persons under
Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Cell>Point’s 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].
THIRD CLAIM FOR RELIEF
Fraud—Aiding and Abetting Cell>Point’s and Terry Colip’s Violation of Exchange Act
Section 10(b) and Rule 10b-5 Thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]
(Alternatively, against Greg Colip)
162. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though
fully set forth herein.
163. By virtue of the foregoing, from no later than 2016 through at least February
2021, Greg Colip provided knowing and substantial assistance to Cell>Point and to Terry Colip,
who, directly or indirectly, acting with scienter, by use of the means or instrumentalities of
interstate commerce, or of the mails, or of a facility of a national securities exchange, in
connection with the purchase or sale of a security: (a) employed devices, schemes, or artifices to
defraud; (b) made untrue statements of material fact or 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, or courses of business which operated or
would operate as a fraud or deceit upon another person.

164. Accordingly, Greg Colip aided and abetted and, unless restrained and enjoined,
will again aid and abet, the 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].
FOURTH CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities—Violations of Securities Act Section 17(a)
[15 U.S.C. § 77q(a)]
(Against All Defendants)
165. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though
fully set forth herein.
166. By virtue of the foregoing, Cell>Point, Greg Colip, and Terry Colip from no later
than 2016 through at least February 2021, have, directly or indirectly, in the offer or sale of
securities, by use of the means or instruments of transportation or communication in interstate
commerce or by use of the mails, (1) employed a device, scheme, or artifice to defraud with
scienter; (2) obtained money or property by means of an untrue statement of material fact or
omission to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, and/or (3) engaged in transactions,
practices or courses of business that operated or would operate as a fraud or deceit upon the
purchasers of such securities.
167. Accordingly, Cell>Point, Greg Colip, and Terry Colip violated and, unless
restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C.
§ 77q(a)].

FIFTH CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities—Aiding and Abetting Cell>Point’s and Terry
Colip’s Violations of Securities Act Section 17(a)
[15 U.S.C. § 77q(a)]
(Alternatively, against Greg Colip)
168. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though
fully set forth herein.
169. By virtue of the foregoing, from at least 2016 through at least February 2021,
Greg Colip provided knowing and substantial assistance to Cell>Point and to Terry Colip, who,
directly or indirectly, in the offer or sale of securities, by use of the means or instruments of
transportation or communication in interstate commerce or by use of the mails, (1) employed a
device, scheme, or artifice to defraud with scienter; (2) obtained money or property by means of
an untrue statement of material fact or omission to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading, and/or (3) engaged in transactions, practices or courses of business that operated or
would operate as a fraud or deceit upon the purchasers of such securities.
170. Accordingly, Greg Colip aided and abetted and, unless restrained and enjoined,
will again aid and abet, violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
RELIEF SOUGHT
WHEREFORE, the SEC respectfully requests that this Court:
I.
Find that each of the Defendants committed the violations alleged in this Complaint;

II.
Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil
Procedure, permanently restraining and enjoining each of the Defendants from violating, directly
or indirectly, the laws and rules they are alleged to have violated in this Complaint;
III.
Order that Terry Colip and Greg Colip be permanently prohibited from acting as an
officer or director of any public company;
IV.
Order that each of the Defendants disgorge any and all ill-gotten gains, together with pre-
judgment interest, derived from the improper conduct set forth in this Complaint, plus post-
judgment interest;
V.
Order that each of the Defendants pay civil money penalties pursuant to Section 20(d) of
the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)], in an amount to be determined by the Court, plus post-judgment interest;
VII.
Grant such other relief as this Court may deem just or appropriate.
JURY DEMAND
The SEC demands a trial by jury on all claims so triable.

Respectfully submitted this 10th day of June 2021.

     By: s/ Polly Atkinson___________________________
Polly Atkinson
Mark L. Williams
Attorneys for Plaintiff
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Denver Regional Office
1961 Stout Street, 17th Floor
Denver, Colorado 80294
(303) 844-1000

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 

 
Civil Action No. 21-cv-1574 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 
v. 
 
CELL>POINT, LLC,  
GREG RUSSELL COLIP, and 
TERRY ALLEN COLIP,  
  

Defendants. 
 
 

COMPLAINT 
 
 

Plaintiff United States Securities and Exchange Commission (the “SEC”), for its 

Complaint against defendants Cell>Point, LLC (“Cell>Point” or the “Company”), Greg Russell 

Colip, and Terry Allen Colip (collectively, “Defendants”), alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. This case involves multiple and repeated false statements by Cell>Point, a 

developmental-stage radiopharmaceutical company, and its executives in connection with its offer 

and sale of securities. From January 2016 through February 2021 (the “Relevant Period”), 

Cell>Point, its Chief Executive Officer (“CEO”) Greg Colip, and its Chief Financial Officer 

(“CFO”) Terry Colip (with Greg Colip, the “Individual Defendants”) defrauded at least 151 

investors into purchasing more than $10 million in Cell>Point securities.  

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2. During the Relevant Period, Defendants made false and misleading statements to 

investors about four key aspects of Cell>Point’s business, including the status of its clinical trials, 

the total amount of money raised and the amount the Individual Defendants invested in the 

business, the Individual Defendants’ compensation, and the status of supposed significant 

investments by third parties.  

3. First, throughout the Relevant Period, and as recently as February 2021, the 

Defendants represented to investors that Cell>Point was months away from completing clinical 

trials of its revolutionary product, Oncardia, that would lead to commercialization and, ultimately, 

substantial returns for investors. In reality, Defendants suspended clinical trials in 2014 because 

Oncardia, which is a radiopharmaceutical, became unstable, and trials have never resumed.  

4. Second, Defendants falsely represented that Cell>Point’s three managing 

members – Terry Colip, Greg Colip, and the Company’s Chief Technology Officer (“CTO”) 

(collectively, the “Founders”) – contributed $38 million, and that Cell>Point had raised over 

$104 million. In reality, the Founders did not invest millions of dollars into Cell>Point, and 

Cell>Point raised only approximately $56 million from investors since its inception.  

5. Third, Defendants misled investors by claiming that the Founders had deferred 

96% of their salaries, and misstating the amounts of the Founders’ total deferred compensation. 

In reality, Cell>Point has paid the Founders $4.3 million in loans or other forms of compensation 

– or more than $.40 of every dollar of the $10 million raised from investors during the Relevant 

Period, and owes the Founders much more in deferred compensation that Cell>Point must pay 

before investors receive returns.  

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6. Fourth, Defendants lied to investors about obtaining a purported $15.4 million 

equity investment from a Chinese private equity firm in November 2019. In reality, the 

agreement Defendants announced to investors was, in the words of Greg Colip, “not a 

consummated transaction,” since Cell>Point, in Terry Colip’s words, “tore up” the agreement in 

November 2019.  

7. Defendants’ fraud was continuous and calculated to enrich the Individual 

Defendants at the expense of the Company’s investors.  

8. As a result of the conduct described herein, Defendants have violated and, unless 

restrained and enjoined, will continue to violate Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act of 1934 (“Exchange 

Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5thereunder [17 C.F.R. § 240.10b-5(b)]. 

JURISDICTION AND VENUE 

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

22(a) of the Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the 

Exchange Act [15 U.S.C. §§ 78u(d)-(e) and 78aa].  

10. The SEC seeks permanent injunctions against each of the Defendants, enjoining 

them from engaging in the transactions, acts, practices, and courses of business alleged in this 

Complaint and from violating, directly or indirectly, the laws and rules alleged in this Complaint; 

disgorgement of all ill-gotten gains from the unlawful activity set forth in this Complaint from 

each of the Defendants together with prejudgment interest; civil penalties pursuant to Section 

21(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 20(d) of the Exchange Act [15 

U.S.C. § 78u(d)] against all Defendants; and, against the Individual Defendants, officer and 

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director bars pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. The SEC seeks any other relief the Court 

may deem appropriate pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)].  

11. Defendants, directly or indirectly, made use of the means or instruments of 

transportation or communication in interstate commerce, the means and instrumentalities of 

interstate commerce, or of the mails, in connection with the acts, practices, and courses of 

business set forth in this Complaint. 

12. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

§ 77v(a)] and Sections 21(d), 21A, and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u-1, and 

78aa]. Throughout the Relevant Period, Defendant Cell>Point was a Delaware Limited Liability 

Company headquartered in Centennial, Colorado, and Defendant Terry Colip resided in 

Greenwood Village, Colorado. Certain of the acts, practices, transactions, and courses of 

business alleged in this Complaint occurred within the District of Colorado. For example, the 

false and misleading statements identified in this Complaint were made in, among other places, 

this district, and investors in this district received the false and misleading statements in making 

investment decisions. 

13. Certain of the acts, practices, transactions, and courses of business alleged in this 

Complaint were effected, directly or indirectly, by making use of means or instrumentalities of 

transportation or communication in interstate commerce, or the mails, or the facilities of a 

national securities exchange.  

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DEFENDANTS AND RELIEF DEFENDANTS 

14. Cell>Point, LLC is a privately-held radiopharmaceutical company that claims to 

be developing diagnostic and therapeutic products. It is a Delaware Limited Liability Company 

headquartered in Centennial, Colorado.  

15. Greg Russell Colip is a resident of Spring, Texas. Greg Colip, who is Terry 

Colip’s brother, is a founder, Manager, and the CEO of Cell>Point, and has served in those roles 

since 2001. Together with Terry Colip, Greg Colip exercises overall executive control over 

Cell>Point. Greg Colip oversees the Company’s intellectual property and efforts to sell the 

Company or its technology to a strategic partner or investor. Greg Colip is an attorney licensed 

to practice in Texas.  

16. Terry Allen Colip is a resident of Greenwood Village, Colorado. Terry Colip, 

who is Greg Colip’s brother, is a founder, Manager, and the CFO of Cell>Point, and has served 

in those roles since 2001. Terry Colip oversees Cell>Point’s finance and accounting functions 

and has control over Cell>Point’s bank accounts, in which investor funds are pooled for 

Cell>Point’s use. Prior to joining Cell>Point, Terry Colip was a registered representative 

associated with multiple broker-dealers and held multiple securities industry licenses.   

FACTS 

I. Background 

A. Cell>Point’s Formation and Operations 

17. Cell>Point is a biotechnology company formed in 2001 to commercialize 

radiopharmaceutical compounds. It claims to be developing several diagnostic and therapeutic 

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compounds for applications related to a range of diseases, including cancer and cardiovascular 

disease.  

18. Cell>Point’s main product under development is Oncardia, a radiopharmaceutical 

compound with applications for lung cancer and cardiovascular disease imaging. Twenty years 

ago, in 2001, Cell>Point filed an Investigational New Drug (“IND”) application with the U.S. 

Food & Drug Administration (“FDA”) for development of Oncardia as a lung cancer imaging 

agent. In 2010, Cell>Point filed an IND application for development of Oncardia as a 

cardiovascular disease imaging agent. To have Oncardia approved as a lung cancer or 

cardiovascular disease imaging agent, Cell>Point must successfully complete separate Phase 1, 

Phase 2, and Phase 3 clinical trials before filing a New Drug Application (“NDA”). FDA 

approval of an NDA is the final step that allows a new treatment to be marketed to physicians 

and patients. All of these steps must be completed before Cell>Point can market or sell Oncardia 

to the public. 

19. From 2001 to May 2014, Cell>Point developed manufacturing protocols, 

completed preclinical research, filed the INDs, and successfully completed Phase 1 and 2 lung 

cancer clinical trials and Phase 1 and 2a cardiovascular clinical trials.  

20. In 2012, Oncardia entered Phase 3 clinical trials—typically the final phase of 

clinical trials before applying for FDA approval—for lung cancer imaging. In 2013, Oncardia 

entered Phase 2b clinical trials – the second part of Phase 2 trials - for cardiovascular imaging.  

21. Aside from Oncardia, no Cell>Point product has advanced beyond pre-clinical 

development, and Cell>Point has never received regulatory approval to market or sell any 

products.  

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22. Cell>Point has primarily financed its operations from funds raised from the sale 

of membership units and the issuance of notes. Since 2001, Cell>Point has raised at least $56 

million from over 500 investors, including at least $10 million from over 150 investors during 

the Relevant Period. 

23. Cell>Point has never paid a dividend or other distribution to any of its investors.  

B. The Individual Defendants Were Control Persons of Cell>Point. 

24. Since the Company’s founding in 2001, and throughout the Relevant Period, 

Cell>Point has been led by its Founders: CEO Greg Colip, CFO Terry Colip, and Cell>Point’s 

CTO. Cell>Point’s only other employee during the Relevant Period has been a part-time 

accountant. The Founders have complete operational control over Cell>Point. During the Relevant 

Period, Greg Colip and Terry Colip each had control over Cell>Point and its activities. In addition, 

Greg Colip and Terry Colip each exercised control over the specific, violative activity that is the 

subject of this Complaint. 

25. According to Cell>Point’s Operating Agreement, as Managers, Greg Colip and 

Terry Colip can bind Cell>Point and possess “the right, power, and authority to do on behalf of 

the company all things which are necessary, proper, or desirable to carry out its duties and 

responsibilities.”   

26. Among other responsibilities, CEO Greg Colip is responsible for negotiating 

strategic transactions and intellectual property matters, and, during the Relevant Period, he 

drafted or reviewed offering materials and investor updates prior to publication.  

27. Among other responsibilities, CFO Terry Colip controls Cell>Point’s bank 

accounts and accounting records and, during the Relevant Period, wrote and revised offering 

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materials, solicited investments, and acted as the primary point of contact with Cell>Point’s 

investors. 

28. Cell>Point’s Founders have caused the Company to incur over $53.4 million in 

contingent and deferred liabilities to themselves. Cell>Point’s Founders also structured the 

liabilities to themselves to have seniority over other company debt and equity interests such that 

the liabilities to the Founders must be paid before returns will be distributed to investors.  

29. Investors will not receive a return on their investment until Cell>Point obtains 

FDA approval for, or sells or licenses, Oncardia or another product, and pays the Company’s 

Founders over $53.4 million.  

C. Cell>Point Offered and Sold Securities. 

30. Cell>Point offered and sold investments that are “securities” as defined in Section 

2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act [15 U.S.C. §§ 77b(a)(1) 

and 78c(a)(10)]. 

31. On or about January 13, 2016, Cell>Point filed a Form D for a Rule 506(b) 

unregistered offering of securities. On or about July 23, 2020, Cell>Point filed a Form D/A 

amending the 2016 filing.  

32. Beginning in January 2016 and continuing through at least February 2021, 

Cell>Point offered and sold securities to investors in the form of LLC membership interests 

(“units”) and notes (the “offerings”). These offerings are investment contracts and notes.  

33. Cell>Point investors, whether purchasers of units or noteholders, invested money 

in a common enterprise, had no rights or power to direct the Company’s activities, and were 

entirely reliant on the Founders to generate returns.    

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D. Cell>Point’s Solicitation of and Communications With Investors  

34. Cell>Point used a variety of means to solicit prospective investors to purchase 

these securities. First, Terry Colip, who acted as Cell>Point’s primary point of contact with 

investors, directly solicited new investors through email, the telephone, and by hosting investor 

events.  

35. Second, Cell>Point solicited additional investments, both unit sales and notes, 

from previous investors through general solicitations contained in investor communications and 

one-on-one solicitations. As a result of Cell>Point’s efforts, Cell>Point generated over $4.25 

million from repeat investors during the Relevant Period. Terry Colip induced previous investors 

to make new investments by, among other things, frequently touting Cell>Point’s purported 

financial prospects or success in attracting strategic partners at or near the same time as offering 

Cell>Point securities for sale. In many cases, Terry Colip also offered Cell>Point units to 

existing investors at a discount to the price stated in the offering materials. 

36. Third, Cell>Point relied on existing investors to identify and recruit new 

investors. Terry Colip frequently used these existing investors to disseminate false and 

misleading statements to prospective investors.  

37. The existing investors had no source of information about Cell>Point other than 

Terry Colip, and Terry Colip knew of and encouraged their recruitment of investors.  

38. Referrals from previous investors resulted in dozens of investors investing 

millions of dollars during the Relevant Period.  

39.  During the Relevant Period, Cell>Point used a variety of different documents, 

and several versions of documents, to solicit prospective investors, and to communicate with 

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existing investors. These documents include: (1) Private Placement Memoranda (“PPMs”), (2) 

slide decks (“Investor Decks”), (3) quarterly reports, and (4) ad hoc updates and email 

communications from Terry Colip.  

40. Defendants have represented that, during the Relevant Period, they destroyed all 

their communications to investors or prospective investors, and all communications they 

received from investors or prospective investors, after seven days. 

1. Private Placement Memoranda 

41. Cell>Point solicited investments using at least nineteen versions of its PPM 

during the Relevant Period, including versions dated: January 16, 2016; November 1, 2016; 

April 3, 2017; July 3, 2017; September 1, 2017; June 1, 2018; October 1, 2018; October 2, 2018; 

January 2, 2019; February 10, 2019; April 1, 2019; April 2, 2019; June 1, 2019; September 1, 

2019; October 1, 2019; January 2, 2020; February 1, 2020, June 1, 2020; and October 21, 2020. 

These PPMs are nearly identical, with some relevant differences identified below.  

42. Greg Colip wrote the Company’s first PPM prior to the Relevant Period. During 

the Relevant Period, Terry Colip played the predominant role in drafting and making changes to 

each new version of the PPM and Greg Colip typically reviewed changes from version to 

version. 

43. While every version of the PPM included as attachments the model subscription 

agreement and Cell>Point’s governing documents, most versions of the PPM that investors 

received contained only the income statement and balance sheet from Cell>Point’s most recent 

audited financial statements. Most investors did not receive complete audited financial 

statements before investing. 

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44. Because of Defendants’ practice of destroying all investor communications after 

seven days, Cell>Point records do not identify which version of the PPM each investor received 

or which investors, if any, received the Company’s audited financial statements at or before the 

time they made their investments.  

2. Investor Decks 

45. Beginning no later than January 2019, Terry Colip provided prospective investors 

with Investor Decks that summarized the Company’s product development activities, estimated 

revenue from prospective sales of the Company’s technology, and capital-raising activities. 

Terry Colip was the primary author of each Investor Deck.  

46. Cell>Point and Terry Colip provided prospective investors at least eight different 

Investor Decks during the Relevant Period, including versions dated January 2019, March 2019, 

May 2019, September 2019, October 2019, November 2019, March 2020, and May 2020.   

47. Terry Colip also posted videos on Vimeo.com that showed the slideshow version 

of an Investor Deck with his recorded narration.  

48. Investor Decks were also emailed to several existing investors.  

3. Quarterly Reports 

49. Approximately every three months, Terry Colip and Greg Colip drafted reports 

(“Quarterly Reports”) that purportedly updated investors on Cell>Point’s business activities and 

plans for the near future.  

50. Greg Colip wrote sections of the Quarterly Reports related to strategic 

transactions and had a practice of reviewing the entirety of the Quarterly Reports before 

publication. Terry Colip wrote the rest of the Quarterly Reports and reviewed the entire report.  

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51. Quarterly Reports were one of Cell>Point’s and Terry Colip’s primary methods of 

informing investors about Cell>Point’s purported product development activities and efforts to 

sell the Company or its technology and, in several cases, contained explicit offers to sell 

Cell>Point securities.  

52. Terry Colip disseminated these reports to certain investors by email and published 

them on a password-protected website.  

4. Ad Hoc Updates and Emails from Terry Colip 

53. During the Relevant Period, Terry Colip emailed several stand-alone updates to 

investors (“Ad Hoc Updates”). These communications purportedly provided updates on 

developments in the Company’s operations. Some of these Ad Hoc Updates included an offer for 

the sale of securities.  

54. Terry Colip also engaged in email communications with individual investors that 

included statements about Cell>Point’s business. These emails were sent at or around the time 

Terry Colip solicited additional investments from these investors. 

II. Defendants Made Materially False and Misleading Statements to Investors and 
Prospective Investors in Connection with the Cell>Point Offerings. 

55. In raising funds from investors, Defendants made numerous written and oral 

material false and misleading statements and omissions regarding, among other things, the status 

of Cell>Point’s Oncardia clinical trials, Cell>Point’s capital raising activities, Cell>Point’s 

payments to the Founders, and the status of third-party funding. 

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A. False and Misleading Statements Regarding Status of Clinical Trials 

56. Throughout the Relevant Period, Defendants repeatedly made statements 

indicating that clinical trials of Oncardia were ongoing. In fact, there were no clinical trials of 

Oncardia during the Relevant Period, and there had been no clinical trials for years.  

57. To perform the clinical trials, Cell>Point used “test kits,” which contained the 

Oncardia injectable compound used for imaging. In or around 2014, prior to the Relevant Period, 

Cell>Point determined that the test kits used to perform the Oncardia clinical trials had become 

unstable because the Oncardia compound within the test kits degraded too quickly, hampering its 

use. Because of this instability, Cell>Point’s Oncardia test kits were not suitable for continued 

use in the Phase 3 lung cancer and Phase 2b cardiovascular clinical trials.  

58. Lacking suitable Oncardia test kits for the clinical trials, Cell>Point suspended 

both clinical trials in or around May 2014, after imaging just nine patients of an anticipated 368 

patients in the Phase 3 lung cancer and Phase 2b cardiovascular clinical trials combined.  

59. Since May 2014, no patient has been administered Oncardia in a clinical trial.  

60. Cell>Point is developing a reformulated Oncardia imaging product to use in test 

kits for clinical trials, but it currently has no product to use for clinical trials, and it has not had a 

product it could use for clinical trials since 2014.  

61. Cell>Point has at least three substantial steps it must complete before it can 

complete the required clinical trials and apply for FDA approval to market and sell Oncardia.  

62. The first step Cell>Point must take is to complete development, animal testing, 

human testing, regulatory filings, and kit manufacturing for its reformulated Oncardia test kits. 

Cell>Point’s CTO estimates that this work will take ten to twelve months to complete.  

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63. Until this testing and approval is complete, Cell>Point cannot know if its 

reformulated product is suitable for clinical trials, nor can it resume its clinical trials.  

64. The second step the Company must complete is to identify medical providers and 

enroll them in the clinical trials, which a Cell>Point consultant estimates will take two to four 

months once the test kits are approved and trials are ready to resume.  

65. Cell>Point currently has no clinical trial sites enrolled, and it has had no sites 

enrolled since 2016.  

66. The third step the Company must complete, after completing manufacturing and 

enrolling clinical trial sites, is enrolling patients, administering Oncardia, and analyzing the 

resulting images, which Greg Colip estimates will take at least ten to twelve months.  

67. Cell>Point currently has no patients enrolled in its clinical trials, and it has had no 

patients enrolled in its clinical trials since 2014.  

68. Cell>Point must complete each of the above steps for both the lung cancer and 

cardiovascular applications.  

69. During the Relevant Period, Defendants made numerous statements to investors 

about the clinical trials that were false and numerous statements to investors that were 

misleading because they omitted these and other important facts. Defendants made false 

statements and misleading statements regarding development of Oncardia in the following 

documents: 

70. PPMs: 

a. Each PPM identified above, except for the October 21, 2020 version, 

stated: “The Company’s development priority at this time is to complete the cancer and 

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cardiovascular imaging clinical trials and seek regulatory approval to market both disease 

applications. . . . The Phase 3 [oncology] study should be completed [by a date 1 to 6 quarters 

later]. The Phase 2b/3 cardiovascular trial should be completed [by the same date or 1 quarter 

later].” 

b. The October 21, 2020 PPM stated: “The Company’s development priority 

at this time is to complete [testing of] sufficient patients in the cancer and cardiovascular 

imaging clinical trials and license or sell Oncardia.” 

c. PPMs dated January 2, 2019, February 10, 2019, April 1, 2019, April 2, 

2019, October 1, 2019, January 2, 2020, February 1, 2020, June 1, 2020, and October 21, 2020 

stated in a graphic: “2014-2015: Paused [clinical trials] to adjust dosing from 5mg to 1mg, 

optimize product stability, and kit manufacturing.”  

d. PPMs dated January 2, 2019, February 10, 2019, April 1, 2019, April 2, 

2019, October 1, 2019, January 2, 2020, February 1, 2020, and June 1, 2020 included a timeline 

that stated: “2019: Resumption of Clinical Trials.” 

e. The October 21, 2020 PPM stated: “2020: Resumption of Clinical Trials.” 

71. Investor Decks:  

a. Investor Decks dated January 2019, March 2019, May 2019, March 2020, 

and May 2020 stated: “2019 – Resumption of Clinical Trials.”  

b. The October 2019 Investor Deck stated that Cell>Point is “[c]ompleting 

Phase 3 trials for oncology and cardiology imaging.” 

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c. Investor Decks dated November 2019, March 2020, and May 2020, stated: 

“Oncardia imaging trials meeting all endpoints” and “On track to seek FDA approval for 

Oncardia end of 2020.”  

d. Investor Decks dated January 2019, March 2019, May 2019, March 2020, 

and May 2020 stated: “2014-2015: Paused [clinical trials] to adjust dosing from 5mg to 1mg, 

optimize product stability, and kit manufacturing;” “2015-2018: Reformulation to single vial 

cold kit to simplify preparation at radiopharmacy;”  

e. The November 2019 Investor Deck included a timeline without dates titled 

“Development History” that identified past events including “Reformulation to single vial cold 

kit to simplify preparation at radiopharmacy” and “Resumption of clinical trials.” 

72. Quarterly Reports: 

a. The report for First Quarter 2016 stated: “Lead agent Oncardia completing 

Phase 3 trials” and “With the additional capital . . . Cell>Point will be expanding the number of 

clinical trial sites during Q2 to expedite the completion of the Phase 2b and 3 Oncardia trials.”  

b. The report for Second Quarter 2016 stated: “Lead agent Oncardia 

completing Phase 3 trials.”  

c. The report for Third Quarter 2016 stated:  “Lead agent Oncardia 

completing Phase 3 trials” and “Cell>Point completes 1 vial kit of Oncardia. . . . Cell>Point will 

complete the remaining patients in the trials with the one vial kits.”  

d. The report for Fourth Quarter 2016 stated:  “Lead agent Oncardia 

completing Phase 3 trials.”   

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e. The report for Second Quarter 2017 stated:  “Lead agent Oncardia 

completing Phase 3 trials” and “Cell>Point positioning itself to accelerate Oncardia trials to 

completion.”   

f. The report for Third Quarter 2017 stated:  “Lead agent Oncardia 

completing Phase 3 trials.”  

g. The report for Fourth Quarter 2017 stated: “Lead agent Oncardia 

completing Phase 3 trials” and  “The Company plans to transition into Phase 3 trials for 

cardiology imaging by mid-2018 and expedite the recruiting and closing of that trial.”  

h. The report for First Quarter 2018 stated:  “Lead agent Oncardia 

completing Phase 3 trials” and, after discussing plans to manufacture additional Oncardia, “[t]he 

kits are expected this summer and with the delivery of the kits the Phase 2b and 3 Oncardia trials 

will expand significantly.”  

i. The report for Second Quarter 2018 stated:  “Lead agent Oncardia 

completing Phase 3 trials”; “Cell>Point is in the process of adding [a United Kingdom hospital] 

as a Phase 3 lung cancer imaging site and [a different U.K. hospital] as a Phase 3 cardiology 

imaging site. We are working towards having these sites up and running by September 2018”; 

and “Cell>Point plans to complete the Phase 3 lung cancer clinical trial in 2019. In cardiac 

imaging, Cell>Point is firming plans which should result in an acceleration of the completion of 

the Phase 2b study during the next three months . . . .” 

j. The report for Third Quarter 2018 stated:  “Lead agent Oncardia 

completing Phase 3 trials” and  “With the new 1mg Oncardia kits and the completion of 

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additional patients, Cell>Point is reaching the point where it is time to sell the [territorial] rights 

to Oncardia.”  

k. The report for Fourth Quarter 2018 stated:  “Lead agent Oncardia 

completing Phase 3 trials.”   

l. The report for First Quarter 2019 stated:  “Lead agent Oncardia 

completing Phase 3 trials”;  “Micro dose 1mg Oncardia vials near completion and should be 

ready for trials in May”; and “Cell>Point is raising an additional $2-4 million in capital . . . to 

expand our clinical trial sites as we negotiate with pharmas looking to purchase/license 

Oncardia.”  

m. The report for Second Quarter 2019 stated:  “Lead agent Oncardia 

completing Phase 3 trials”;  “Trial sites expanded to expedite the completion of the Phase 3 lung 

cancer imaging trial”; and “Now with 12 hospitals and imaging centers, we should be able to 

close the [Phase 3] trial within four months at full recruitment. During Q3 we will be expanding 

the sites for the cardiology Phase 2b/3 trial.”  

n. The report for Third Quarter 2019 stated:  “1 vial Oncardia kits past [sic] 

testing for trials” and “Cell>Point completed the final testing on our 1 vial kits for the FDA. The 

tests were successful and we filed the final CMC documents with the FDA to complete the Phase 

2b/3 cardiology trial and Phase 3 lung cancer imaging trial with the new 1 vial kits.”   

o. The report for Fourth Quarter 2019 stated:  “The $15.4 million plus the 

license payment of $7.4 million from [Chinese Entity 1] will be used to expedite the closing of 

the Phase 3 Oncardia imaging trials.”  It also included a timeline graph titled “Enterprise Value 

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Historical” that included an entry prior to 2018 for “1 Vial Oncardia Kit Completed” and in 2018 

for “Completing Oncardia Phase 2b/3 Cardiology Trial and Phase 3 Lung Cancer Imaging Trial.”   

73. Each of the above disclosures and representations regarding clinical trials was 

false when made because (1) the clinical trials were suspended in 2014 and never resumed; (2) 

the trials were suspended because Oncardia became unstable and therefore unsuitable for 

injection into patients; (3) Cell>Point had not completed testing of the reformulated product; 

(4) no Oncardia test kits were manufactured; (5) no clinical sites were enrolled in the trials; and 

(6) no patients had been imaged in the trials since 2014.  

74. Defendants knew or were reckless in not knowing, and should have known, that 

their statements concerning the status of clinical trials were false and misleading because they 

knew (1) the clinical trials were suspended in 2014 and never resumed; (2) the trials were 

suspended because Oncardia became unstable and therefore unsuitable for injection into patients; 

(3)  Cell>Point had not completed testing of the reformulated product; (4) no Oncardia test kits 

were manufactured; (5) no clinical sites were enrolled in the trials; and (6) no patients had been 

imaged in the trials since 2014. Defendants were also negligent in making these false and 

misleading statements. 

75. Additionally, each of the above disclosures and representations concerning the 

expected timeframe in which clinical trials would be completed was false when made because 

substantial steps would be required to resume and complete trials, and the substantial costs 

associated with those steps were substantially more than Cell>Point could afford at the time, 

neither of which was consistent with the above stated timeframes. 

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76. Defendants knew or were reckless in not knowing and should have known that 

their statements concerning the expected timeframe in which clinical trials would be completed 

were false because they knew substantial steps would be required to resume and complete trials, 

and the substantial costs associated with those steps were substantially more than Cell>Point 

could afford at the time, neither of which was consistent with the above stated timeframes. 

Defendants were also negligent in making these false and misleading statements. 

77. Defendants omitted to state material facts that were necessary to render their 

disclosures and representations regarding the status of clinical trials not misleading. These 

omissions include (1) the clinical trials were suspended in 2014 and never resumed; (2) the trials 

were suspended because Oncardia became unstable and therefore unsuitable for injection into 

patients; (3) Cell>Point had not completed testing of the reformulated product; (4) no Oncardia  

test kits were manufactured; (5) no clinical sites were enrolled in the trials; (6) no patients had 

been imaged in the trials since 2014; (7) substantial steps would be required to resume and 

complete trials; and (8) the substantial costs associated with those steps were substantially more 

than Cell>Point could afford at the time. 

78. The above misrepresentations and omissions as to the status of clinical trials were 

material to investors and potential investors because, among other things, investor returns were 

dependent on Cell>Point’s ability to commercialize, sell, or license Oncardia, which, in turn, was 

dependent on Cell>Point’s ability to complete clinical trials. 

79. Because of Defendants’ false and misleading statements, and the material 

information Defendants failed to disclose concerning the suspension of clinical trials and reasons 

for the suspension, Defendants misled investors about the status of Cell>Point’s clinical trials.  

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B. False and Misleading Statements Regarding Founder Contributions and 
Capital Investments 

 
1. False and Misleading Statements About Founder Contributions 

80. Defendants also made material misrepresentations and omissions with respect to 

their contributions and capital investments into Cell>Point by dramatically overstating both the 

amount of the Founders’ personal investments in the Company and the amount of capital 

Cell>Point raised from investors. While Defendants represented that the Founders had 

contributed over $30 million, the Founders actually contributed cash of less than $1 million. 

Defendants also repeatedly represented that Cell>Point had raised more than $104 million in 

total when, in reality, the amount raised from investors was less than $60 million.  

81. In November 2019, Terry Colip uploaded to Vimeo.com a twenty-three minute 

video that showed an Investor Deck with Terry Colip’s narration. The video solicited 

investments and showed the following slide:  

 

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82. According to Terry Colip’s narration on the video disseminated on Vimeo, “out of 

the $104.2 million raised to date [since inception], 32% of that has been provided by the 

Founders.”   

83. Similar statements appeared in each PPM and Investor Deck during the Relevant 

Period:  

a. Nearly all PPMs from November 1, 2016 to June 1, 2020 stated that 

“capital and contributions from the founders and passive investors have exceeded $[amount] 

with $[amount] used [for] improving and clinically evaluating [Oncardia]” in the amounts listed 

below:  

PPM Version(s) Amount Raised Amount Used for Oncardia 
November 1, 2016 $83.1 million $51 million 

April 3, 2017 

June 3, 2017 

September 1, 2017 

$84.6 million $61 million 

June 1, 2018 $89.6 million $63.1 million 

October 1, 2018 $91 million $64.1 million 

January 2, 2019 

February 10, 2019 

April 1, 2019 

April 2, 2019 

$91 million $64.1 million 

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PPM Version(s) Amount Raised Amount Used for Oncardia 
June 1, 2019 

September 1, 2019 

October 1, 2019 

January 2, 2020 

February 1, 2020 

$91 million [omitted; statement ends with 
a period after the contribution 
amount.] 

 
b. Each PPM from January 16, 2016 to April 2, 2019 stated under 

“Management Compensation” that “the [Founders] have contributed approximately $32.1 

million in cash and units to cover clinical trials.”  

c. Each PPM from June 1, 2019 to June 1, 2020 stated under Management 

Compensation that “the [Founders] have contributed approximately $32.1 million to the 

Company booked as loans to cover clinical trials.”  

d. The October 21, 2020 PPM stated under “Management Compensation” 

that “the [Founders] have contributed approximately $38.9 million in cash and units to the 

Company booked as loans.” 

e. Each Investor Deck also made statements regarding the Company’s capital 

raising history. 

f. The January 2019 Investor Deck stated that “$90.2 million (US) has been 

contributed and raised to date from Founding Partners [and other investors]. . . . $63.1 million 

has been invested in our lead agent Oncardia;” “$90.2 million (Provided by Founding Partners, 

Oncologists, Radiologists, Cardiologists (including pension funds), strategic investors, high net 

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worth individuals and small private equity funds)” and “Total Contributions by Founding 

Partners - $38 million.” 

g. The March 2019 and May 2019 Investor Decks represented that “Total 

Contributions by Founding Partners - $38 million.” 

h. The September 2019 and October 2019 Investor Decks represented that 

“Capital Raised to Date: $90.1 Million” and “Capital Spent to date on Oncardia: $81 Million.” 

i. The November 2019, March 2020, and May 2020 Investor Decks 

represented that “Capital Raised to Date: $104.2 Million” and “Contributions by Founders: $37.9 

million.” These Investor Decks also included the slide from Terry Colip’s Vimeo.com video set 

forth above. 

84. In addition, each Quarterly Report from the first quarter of 2016 through the 

second quarter of 2019 stated: “Contributions to date from founding and passive members have 

exceeded” amounts ranging from $83.4 million to $94 million.  

85. These statements regarding the Founders’ contributions to Cell>Point were false 

and misleading because the Founders contributed less than $1 million in cash and the units the 

Founders “contributed” were units they gave to themselves for no cost when Cell>Point was 

founded in 2001, and returned to Cell>Point to be sold to new investors. Moreover, the 

“contributed” units were sold to new investors for less than $38 million. 

86. In exchange for “returning” the units, Cell>Point agreed to pay the Founders the 

current market value of the units at the time Cell>Point becomes a public company or is sold to a 

buyer.  

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87. The Founders control the market value of units because they unilaterally set the 

price for units that Cell>Point sells.  

88. For each dollar that the Founders have increased the unit price, Cell>Point owes 

the Founders approximately $1.1 million more.  

89. As of December 31, 2019, the liability Cell>Point owed the Founders for these 

units was valued at $38.6 million. This liability has priority over investor distributions, meaning 

that, if Cell>Point sells or licenses Oncardia in a qualifying transaction, the Founders would be 

paid $38.6 million before any distributions to investors.  

90. Thus, in actuality, the purported $38 million contribution from the Founders was 

neither money nor units they contributed, but rather a liability that Cell>Point owes the 

Founders, and a liability that must be paid before investors can obtain a return on their 

investment.  

91. The notes to Cell>Point’s audited financial statements for each fiscal year during 

the Relevant Period described Cell>Point’s “Contingent Equity-Based Payments” and explained 

that the Company owes approximately $38 million to the Founders. These notes, however, did 

not connect these “Contingent Equity-Based Payments” to the “contributions” referenced in the 

PPMs, Investor Decks, and Quarterly Reports, such that an investor would know that they relate 

to the same transactions.  

92. Moreover, most investors did not receive the full audited financial statements that 

contained these notes, and this liability is not included in the abbreviated financial information 

attached to most PPMs.  

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93. Each of the above disclosures and representations regarding the Founders’ 

contributions was false and misleading when made because (1) the Founders had not contributed 

any material amounts of cash; (2) the units the Founders “returned” were sold for far less than 

$38 million; and (3) the amounts Defendants represented they had contributed were not 

contributions but rather a liability imposed on Cell>Point by the Founders. 

94. Defendants knew or were reckless in not knowing, and should have known, that 

their statements concerning the Founders’ contributions and amount of capital raised were false 

and misleading because they each knew that (1) the Founders had not contributed any material 

amounts of cash and far less than the amounts represented; (2) the units the Founders “returned” 

were sold for far less than $38 million; and (3) the amounts they represented the Founders had 

contributed were not contributions but rather a liability imposed on Cell>Point by the Founders. 

Defendants were also negligent in making these false and misleading statements. 

95. Defendants omitted to state material facts that were necessary to render their 

disclosures and representations concerning the Founders’ contributions and amounts of capital 

raised not misleading. These omissions include that (1) the Founders had not contributed any 

material amounts of cash and far less than the amounts represented; (2) the units the Founders 

“returned” were worth less than $38 million; and (3) the amounts Cell>Point represented the 

Founders had contributed were not contributions but rather a liability imposed on Cell>Point. 

96. Defendants’ false and misleading statements about the Founders’ contributions 

and amount of money Cell>Point raised were material to investors making investment decisions 

because they substantially altered the total mix of information. A reasonable investor would want 

to know accurate details concerning the Founders’ financial contributions and the extent of the 

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Company’s liability to them, particularly in light of the magnitude of these misstatements, to 

assess the Founders’ personal stake in Cell>Point’s success and the ability of the Company to 

successfully implement its business plan and make returns to investors.  

97. Because of Defendants’ false and misleading statements, and the material 

information Defendants failed to disclose concerning the Founders’ contributions and amount of 

money Cell>Point raised, Defendants misled investors about these purported contributions and 

the capital available to Cell>Point to effectuate its business plan.  

2. False and Misleading Statements about the Amount Raised 

98. Cell>Point did not raise anywhere near the total amounts represented by 

Defendants.  

99. While as described above Cell>Point represented in various documents provided 

to investors and prospective investors that it had raised over $100 million, Cell>Point’s bank and 

financial records reflect that, as of February 28, 2021, it has raised only approximately $56 

million from investors since its inception.  

100. Each of the above disclosures and representations regarding the Founders’ 

contributions and amounts of capital raised was false and misleading when made because 

Cell>Point has raised only approximately $56 million since inception.  

101. Defendants knew or were reckless in not knowing, and should have known, that 

their statements concerning the amount of capital raised were false and misleading because they 

controlled Cell>Point’s bank accounts and finances and each knew that Cell>Point had raised 

only approximately $56 million since inception. Defendants were also negligent in making these 

false and misleading statements. 

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102. Defendants’ false and misleading statements about the amount of money 

Cell>Point raised were material to investors making investment decisions because they 

substantially altered the total mix of information. A reasonable investor would want to know 

accurate details concerning the amount of money that was raised.  

103. Because of Defendants’ false and misleading statements, and the material 

information Defendants failed to disclose concerning the amount of money Cell>Point raised, 

Defendants misled investors about the capital available to Cell>Point to effectuate its business 

plan. 

C.  False and Misleading Statements Regarding Manager Compensation  

104. Defendants also made false and misleading statements to investors that failed to 

disclose the substantial sums Cell>Point paid the Founders during the Relevant Period.  

105. During the Relevant Period, each Founder received approximately $33,000 per 

year in salary from Cell>Point, but also accrued millions in deferred compensation plus interest. 

In addition, each Founder also took substantial loans from Cell>Point against his respective 

deferred compensation. As a result of these loan payments, in total, Cell>Point paid the three 

Founders approximately $4.3 million from investor funds during the Relevant Period.  

106. Cell>Point’s statements to investors about the Founders’ compensation were 

misleading because they falsely communicated that the Founders had deferred any substantial 

personal payouts until the Company was successful. 

107. Each PPM dated between January 16, 2016 and June 1, 2020 stated in the 

Management Compensation section: “Since the formation of the Company in 2001, the 

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[Founders] have agreed to defer receipt of 96% of their contracted salaries until such time as the 

Company achieves sustained profitability and a significant cash infusion milestone.”  

108. In addition, each PPM dated between November 1, 2016 and June 1, 2020 stated 

in the same section: “According to the [most recently completed financial statements] the 

deferred unremitted payroll against loans to officers was” a figure ranging from $6,558,172 in 

the November 1, 2016 PPM to $13,773,992 in the June 1, 2020 PPM.  

109. These PPM statements were false and misleading because in actuality each 

Manager accrued an annual salary of approximately $800,000 during the Relevant Period and 

Cell>Point owed the Founders a significant amount for deferred compensation that was not 

disclosed.  

110. As of December 31, 2019, Cell>Point’s cumulative deferred compensation 

liability owed to the Founders since Cell>Point’s inception, including interest, was $29.3 million 

-- more than twice the “deferred unremitted payroll against loans to officers” figure set forth in 

the PPMs.  

111. In addition, the PPM statements were false and misleading because, though 

omitted from Cell>Point disclosures, the Founders actively drew on their “deferred 

compensation” by taking substantial sums from the Company each year that were booked as 

loans.  

112. As of December 31, 2019, the cumulative amount of these “loans” that Cell>Point 

made to the Founders since its inception, including interest, was $14.7 million – substantially 

more than the “deferred unremitted payroll against loans to officers” figure disclosed in the 

PPMs.  

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113. These loans accrue interest at the same rate as Cell>Point’s deferred 

compensation obligation to the Founders. In addition, these loans become due upon a qualifying 

transaction by Cell>Point, which would also trigger Cell>Point’s payment of deferred 

compensation to the Founders. As a result, the deferred compensation liability would net against 

the loan repayment obligation. 

114. The liability Cell>Point owes to its Founders for deferred compensation has 

priority over investor distributions. In essence, if Cell>Point sells or licenses Oncardia in a 

qualifying transaction, then the Founders would be paid at least $14.5 million before any 

distributions to investors. Combined with the priority obligation to the Founders for their 

returned units (totaling approximately $38.9 million), Cell>Point owed the Founders more than 

$53.4 million at the end of the Relevant Period, all of which has priority over the return of 

money to investors.  

115. Since Cell>Point has no regular source of cash other than investor funds, the 

money it paid to the Founders as compensation, loans against deferred compensation, or 

otherwise, came from investor funds.  

116. The approximately $4.3 million Cell>Point paid to the Founders during the 

Relevant Period represents more than 40% of investor funds Cell>Point obtained during that 

same time. Bank records during the Relevant Period show a consistent pattern of Cell>Point 

transferring investor funds to the Founders promptly after receiving them from investors. 

117. Cell>Point made millions in payments to the Founders despite its dire financial 

condition. Cell>Point had less than $25,000 in its bank accounts as of February 28, 2021.  

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118. Each of the above disclosures and representations regarding the Founders’ 

compensation was false when made, and Defendants knew or were reckless in not knowing, and 

should have known, that their statements concerning the Founders’ compensation were false and 

misleading, as Defendants each knew the amount of money they were owed by the Company, as 

well as the amount of money they were taking from the Company despite its dire financial 

situation.  

119. Defendants omitted to state material facts that were necessary to render their 

disclosures and representations concerning the Founders’ compensation not misleading. These 

omissions include accurate information about the compensation and loans paid to the Founders. 

120. Defendants’ false and misleading statements about the Founders’ compensation 

were material to investors making investment decisions because they substantially altered the 

total mix of information. A reasonable investor would want accurate information about the 

amounts of compensation received by the Founders, regardless of its form, as well as the 

enormous liabilities Cell>Point accrued for the Founders’ benefit that took priority over 

payments to investors.  

121. Because of Defendants’ false and misleading statements, and the material 

information Defendants failed to disclose concerning the amount of money owed to and taken by 

Cell>Point Founders, Defendants misled investors about the Founders’ compensation.  

D. False and Misleading Statements Regarding Potential Strategic Transactions 

122. During the Relevant Period, Cell>Point has attempted to identify possible 

strategic transactions that could result in a substantial cash infusion.  

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123. Among other efforts, Cell>Point unsuccessfully sought funding from foreign 

license partners, unsuccessfully contracted with an investment bank to market Oncardia to 

strategic partners in the pharmaceutical industry, unsuccessfully sought venture capital 

investments, unsuccessfully pursued private equity investments, and attempted to form 

partnerships with others that never came to fruition.  

124. Greg Colip led these efforts and wrote the portions of Quarterly Reports that 

discussed them.  

125. Terry Colip was also actively involved in these efforts and wrote and distributed 

statements to investors. He also reviewed and distributed portions of Quarterly Reports written 

by Greg Colip.  

126. From 2019 to 2020, Cell>Point misrepresented the success of one such strategic 

transaction with a Houston-based Chinese citizen (“Chinese Businessman”) and two different 

shell companies he controlled (both registered to addresses in suburban Houston strip malls).  

127. Since at least 2016, Cell>Point had attempted unsuccessfully to secure funding 

from various Chinese entities that the Chinese Businessman controlled.  

128. In November 2019, Chinese Entity 1 signed a subscription agreement to buy 

$15.4 million in Cell>Point units. This amount was significant, as it represented roughly a 

quarter of all funds Cell>Point previously raised from investors.  

129. In an Ad Hoc Update dated November 6, 2019 and sent to investors, Terry Colip 

announced that “Cell>Point completed a subscription agreement for $15.4 Million for 4.1% of 

Cell>Point. The use of funds will be limited to complete the Phase 2b and 3 Oncardia imaging 

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trials. The funding for the $15.4 Million came from an Asian Private Equity Fund.” In the same 

communication, he offered additional Cell>Point units for sale.  

130. Cell>Point’s Investor Decks dated November 2019, March 2020, and May 2020 

added $15.4 million to the total capital raised by the Company and specifically highlighted this 

investment by an “Asian Private Equity Fund.” 

131. Subsequent Quarterly Reports also highlighted this investment as follows:  

a. The report for Fourth Quarter 2019 stated: “Cell>Point signs $15.4 million 

equity purchase agreement funded by a large Asian PE Fund. . . . Cell>Point reaches preliminary 

terms to expand the $15.4 million investment” and “On November 1, 2019, Cell>Point signed 

the equity agreement for the funding. The $15.4 million . . . from [Chinese Entity 1] will be used 

to expedite the closing of the Phase 3 Oncardia imaging trials.”  

b. The report for First Quarter 2020 stated:  “Cell>Point executed an equity 

purchase agreement with [Chinese Entity 1] in late Q4 2019 for the purchase of a 4.1% interest 

in Cell>Point for $15.4 million, pre-money valuation of $375.6 million. The equity purchase 

agreement was funded by [Asian Private Equity Fund 1].”  

c. The report for Second Quarter 2020 stated:  “As discussed in the last QR, 

the Covid-19 virus shut down funding out of China. The two equity purchases are now back on 

track. The first purchase, just over $15 million has been allocated and is awaiting approval from 

the China Foreign Currency Exchange to be released to the U.S.” 

132. These statements were false and misleading because Cell>Point and the Chinese 

Businessman terminated the purported November 2019 subscription agreement between 

Cell>Point and Chinese Entity 1 in late November 2019.  

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133. On November 22, 2019, Terry Colip emailed the investment bank Cell>Point had 

previously used to solicit strategic transactions, and stated that he met with Chinese Entity 1 and 

they “tore up” the November 1, 2019 subscription agreement.  

134. On November 26, 2019, Greg Colip had a telephone call with the investment bank 

and stated the signed November 1, 2019 agreement was not a consummated transaction. Rather, 

it was “structured as a sample agreement, so that the party on the other side could understand 

what one arm of the contract would look like, so we signed it up and sent it to them. . . . That has 

not been consummated.”  

135. In August 2020, Cell>Point and Chinese Entity 2, also controlled by the Chinese 

Businessman, signed an agreement for a $15 million investment in Cell>Point, which Cell>Point 

also then announced to investors, without providing any information about termination of the 

first purported deal. No equity purchase agreement between Cell>Point and the Chinese 

Businessman or any Chinese Entity for an equity purchase existed prior to August 2020.  

136. As of February 28, 2021, Cell>Point had received only approximately $1 million 

from the Chinese Businessman, most of which the Chinese Businessman and/or a Chinese Entity 

paid directly to a Cell>Point vendor without passing through Cell>Point’s bank accounts. 

Cell>Point received no additional funds from any deal with the Chinese Businessman during the 

Relevant Period. 

137. Each of the above disclosures and representations regarding purported 

transactions with the Chinese Businessman was false and misleading when made and Defendants 

knew or were reckless in not knowing, and should have known, that their statements concerning 

the purported transactions with the Chinese Businessman were false and misleading, as 

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Defendants each knew that (a) the November 2019 subscription agreement between Cell>Point 

and Chinese Entity 1 was terminated in late November 2019; and (b) that pursuant to the August 

2020 agreement for a purported $15 million investment in Cell>Point, the Company received 

only approximately $1 million from the Chinese Businessman, most of which the Chinese 

Businessman and/or a Chinese Entity paid directly to a Cell>Point vendor.  

138.  Defendants omitted to state material facts that were necessary to render their 

disclosures and representations concerning purported transactions with the Chinese Businessman 

not misleading. These omissions include the facts that Cell>Point had terminated the agreement 

and had never received the funds.  

139. Defendants’ false and misleading statements between November 2019 and August 

2020 concerning purported transactions with the Chinese Businessman were material to investors 

making investment decisions because they substantially altered the total mix of information. A 

reasonable investor would want accurate information about strategic transactions and substantial 

fundraising that, according to Cell>Point’s statements, would fund the completion of the clinical 

trials and lead to investor returns. 

140. Because of Defendants’ false and misleading statements, and the material 

information Defendants failed to disclose concerning the agreements actually entered into 

between Cell>Point and the Chinese Businessman, Defendants misled investors about the 

purported transactions with the Chinese Businessman.  

E. Defendants are Each Liable for Their Misstatements and Omissions. 

141. All of the misrepresentations and omissions detailed above were made in 

connection with the offer, purchase, or sale of securities issued by Cell>Point. 

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142. Greg Colip and Terry Colip each made or directed each misrepresentation and 

omission detailed above. 

143. Both Greg Colip and Terry Colip determined the content of and had ultimate 

authority over the PPMs, as well as the Investor Decks, Quarterly Reports, and Ad Hoc Updates 

used to solicit prospective investors.  

144. Throughout the Relevant Period, Greg Colip and Terry Colip were acting within 

the scope of their apparent authority to make representations on behalf of Cell>Point, and did in 

fact make representations described above on behalf of Cell>Point.  

145. The scienter of Greg Colip and Terry Colip is imputed to Cell>Point. 

F. Cell>Point, Greg Colip, and Terry Colip Obtained Money or Property From 
Their Misconduct. 

146. Defendants each obtained money by means of the misrepresentations and 

omissions detailed above.  

147. During the Relevant Period, Cell>Point received approximately $10 million in 

funds from investors from the sale of units and notes.  

148. Terry Colip and Greg Colip received compensation and loans against deferred 

compensation, both of which were entirely funded by investor capital.  

III. Defendants Engaged in Deceptive Conduct to Conceal Their Fraud From Investors.  

149. In addition to creating and disseminating the false and misleading statements 

identified above, Defendants engaged in other deceptive conduct. After fraudulently inducing 

investors to fund Cell>Point, Defendants engaged in deceptive acts to prevent investors and 

investigators from discovering the truth about Cell>Point’s fraud.  

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150. Terry Colip and Greg Colip wrote, reviewed, and/or disseminated the false and 

misleading statements described above to current investors. These statements were designed to 

lull them into believing that Cell>Point was successfully advancing development of Oncardia.  

151. In addition, Terry Colip sent numerous emails and made oral statements to 

investors that made other false or misleading lulling statements, including, for example:  

a. an April 2019 statement by Terry Colip to an investor, that the investor 

circulated to multiple additional investors, stating that “cancer imaging is 2/3 done and 

‘knocking it out of the park’”; 

b. a March 2020 email from Terry Colip to another investor, that the investor 

distributed to multiple other investors, stating: “We have wonderful technology with Oncardia 

and we are meeting our phase 3 clinical trial endpoints”; and 

c. a recorded August 2020 call with a longtime investor group during which 

Terry Colip described good progress imaging patients and projected filing for FDA approval 

within six months. 

152. Terry Colip made false and misleading statements to at least three investors with 

the knowledge and expectation that they would disseminate the false and misleading statements 

in connection with soliciting investments in Cell>Point.  

153. On at least two occasions, Terry Colip instructed investors to disregard 

Cell>Point’s audited financial statements as meaningless for a pre-revenue company like 

Cell>Point, and instead encouraged the investors to focus on Cell>Point’s (falsely represented) 

clinical trials and intellectual property, including, for example: 

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a. a March 2019 email to a longtime investor who asked for financial 

statement information stating “[i]n terms of P&L and B/S it would not tell you much. As with 

any biotech we are using every dollar of cash to push trials while we sell Oncardia”; and  

b. a July 2019 email to an investor responding to his accountant’s concerns 

about Cell>Point’s financial condition stating “[t]he value of pre-revenue biotech is three things. 

(1) technology, (2) patent life and (3) where you are in clinical trials. On those three value points 

we are doing well.” 

IV. Greg Colip Aided and Abetted Cell>Point’s and Terry Colip’s Fraud. 

154. As described above, Greg Colip acted knowingly, or recklessly, and negligently in 

making false and misleading statements to current and prospective Cell>Point investors and 

engaged in deceptive acts. 

155. Greg Colip also aided and abetted Cell>Point’s and/or Terry Colip’s making of 

false and misleading statements to investors and deceptive acts by providing substantial 

assistance through the conduct described above. 

FIRST CLAIM FOR RELIEF 

Fraud—Violation of Exchange Act Section 10(b) and Rule 10b-5 Thereunder  
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 

(Against All Defendants) 

156. The SEC realleges and incorporates by reference paragraphs 1 to 155 as though 

fully set forth herein.  

157. By virtue of the foregoing, from no later than 2016 through at least February 

2021, Cell>Point, Greg Colip, and Terry Colip, directly or indirectly, acting with scienter, by use 

of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a 

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national securities exchange, in connection with the purchase or sale of a security: (a) employed 

devices, schemes or artifices to defraud; (b) made untrue statements of material fact or 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 or courses of 

business which operated or would operate as a fraud or deceit upon another person. 

158. By reason of the conduct described above, Cell>Point, Greg Colip, and Terry 

Colip, directly or indirectly, violated, and unless restrained and enjoined, will again 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(b)].  

SECOND CLAIM FOR RELIEF 

Fraud—Control Person Liability under Section 20(a) of the Exchange Act [15 U.S.C. 
§ 78t(a)] for Cell>Point’s Violation of Exchange Act Section 10(b) and Rule 10b-5 

Thereunder  
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 

(Alternatively, against Greg Colip and Terry Colip) 

159. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though 

fully set forth herein.  

160. By virtue of the foregoing, from no later than 2016 through at least February 

2021, Greg Colip and Terry Colip exercised control over Cell>Point, which, directly or 

indirectly, acting with scienter, by use of the means or instrumentalities of interstate commerce, 

or of the mails, or of a facility of a national securities exchange, in connection with the purchase 

or sale of a security: (a) employed devices, schemes, or artifices to defraud; (b) made untrue 

statements of material fact or 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 

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(c) engaged in acts, practices, or courses of business which operated or would operate as a fraud 

or deceit upon another person.  

161. Accordingly, Greg Colip and Terry Colip are liable as control persons under 

Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for Cell>Point’s 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]. 

THIRD CLAIM FOR RELIEF 

Fraud—Aiding and Abetting Cell>Point’s and Terry Colip’s Violation of Exchange Act 
Section 10(b) and Rule 10b-5 Thereunder  

[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 
(Alternatively, against Greg Colip) 

162. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though 

fully set forth herein.  

163. By virtue of the foregoing, from no later than 2016 through at least February 

2021, Greg Colip provided knowing and substantial assistance to Cell>Point and to Terry Colip, 

who, directly or indirectly, acting with scienter, by use of the means or instrumentalities of 

interstate commerce, or of the mails, or of a facility of a national securities exchange, in 

connection with the purchase or sale of a security: (a) employed devices, schemes, or artifices to 

defraud; (b) made untrue statements of material fact or 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, or courses of business which operated or 

would operate as a fraud or deceit upon another person.  

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164. Accordingly, Greg Colip aided and abetted and, unless restrained and enjoined, 

will again aid and abet, the 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].  

FOURTH CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities—Violations of Securities Act Section 17(a)  
[15 U.S.C. § 77q(a)] 

(Against All Defendants) 

165. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though 

fully set forth herein.  

166. By virtue of the foregoing, Cell>Point, Greg Colip, and Terry Colip from no later 

than 2016 through at least February 2021, have, directly or indirectly, in the offer or sale of 

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

commerce or by use of the mails, (1) employed a device, scheme, or artifice to defraud with 

scienter; (2) obtained money or property by means of an untrue statement of material fact or 

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

circumstances under which they were made, not misleading, and/or (3) engaged in transactions, 

practices or courses of business that operated or would operate as a fraud or deceit upon the 

purchasers of such securities.  

167. Accordingly, Cell>Point, Greg Colip, and Terry Colip violated and, unless 

restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)].  

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FIFTH CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities—Aiding and Abetting Cell>Point’s and Terry 
Colip’s Violations of Securities Act Section 17(a)  

[15 U.S.C. § 77q(a)] 
(Alternatively, against Greg Colip) 

168. The SEC realleges and incorporates by reference paragraphs 1 to 155, as though 

fully set forth herein.  

169. By virtue of the foregoing, from at least 2016 through at least February 2021, 

Greg Colip provided knowing and substantial assistance to Cell>Point and to Terry Colip, who, 

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

transportation or communication in interstate commerce or by use of the mails, (1) employed a 

device, scheme, or artifice to defraud with scienter; (2) obtained money or property by means of 

an untrue statement of material fact or omission to state a material fact necessary in order to 

make the statements made, in light of the circumstances under which they were made, not 

misleading, and/or (3) engaged in transactions, practices or courses of business that operated or 

would operate as a fraud or deceit upon the purchasers of such securities.  

170. Accordingly, Greg Colip aided and abetted and, unless restrained and enjoined, 

will again aid and abet, violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].  

RELIEF SOUGHT 

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that each of the Defendants committed the violations alleged in this Complaint;  

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II. 

Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining each of the Defendants from violating, directly 

or indirectly, the laws and rules they are alleged to have violated in this Complaint;  

III. 

Order that Terry Colip and Greg Colip be permanently prohibited from acting as an 

officer or director of any public company;  

IV. 

Order that each of the Defendants disgorge any and all ill-gotten gains, together with pre-

judgment interest, derived from the improper conduct set forth in this Complaint, plus post-

judgment interest;  

V. 

Order that each of the Defendants pay civil money penalties pursuant to Section 20(d) of 

the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. 

§ 78u(d)], in an amount to be determined by the Court, plus post-judgment interest;  

VII. 

Grant such other relief as this Court may deem just or appropriate. 

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable. 

 

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Respectfully submitted this 10th day of June 2021. 

 

     By: s/ Polly Atkinson___________________________ 
Polly Atkinson 
Mark L. Williams 
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND  
EXCHANGE COMMISSION 
Denver Regional Office 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
 

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