SEC v. MATTHEW DERRICK HUDSON, No. 3:25-cv-08106, Northern District of California (Sept. 24, 2025) — Complaint

COMPLAINT
SEC v. HUDSON
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JASON H. LEE (Cal. Bar No. 253140)
DAVID ZHOU (NY Bar No. 4926523)
ANTHONY MORENO (Cal. Bar No. 299220)
  [email protected]
YOONA KIM (Cal. Bar No. 314641)
  [email protected]
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
            vs.
MATTHEW DERRICK HUDSON,
Defendant.
Case No.  3:25-cv-08106
COMPLAINT

DEMAND FOR JURY TRIAL
Plaintiff Securities and Exchange Commission (the “SEC”) alleges:
SUMMARY OF THE ACTION
1.From at least October 2020 through January 2022, Defendant Matthew Derrick
Hudson (“Hudson”) fraudulently raised approximately $120 million from six U.S.-based investors
for Invenia Technical Computing Corporation (“Invenia”), a private Canadian technology
company Hudson co-founded in 2006 and led as its then-chief executive officer. Hudson
conducted his fraudulent scheme through two Series B funding rounds: (i) an initial Series B
(“Series B-1”) funding round that raised approximately $86.2 million between at least October
2020 and March 2021; and (ii) a Series B-2 funding round that raised approximately $33.5 million
between around the end of March 2021 and January 2022.
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

COMPLAINT

SEC v. HUDSON

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2. During both Series B funding rounds, Hudson made materially false and
misleading statements to investors concerning Invenia’s financial condition and performance,
including by providing investors with falsified financial statements, invoices, and other documents.
Hudson knowingly or recklessly falsified documents he received from Invenia’s outside auditor,
internal finance team, and external vendor to dramatically inflate key financial metrics such as the
company’s gross revenue, net income, and cash on hand. For example, Hudson altered Invenia’s
audited financial statements for fiscal year 2019 to inflate the company’s actual gross revenue of
approximately $20 million
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 to about $227 million, and to flip the company’s actual net income of
approximately negative $10 million into a positive $114 million. Hudson then provided the
falsified financials to investors, as well as to members of Invenia’s board of directors (the
“board”), to support his claims about the company’s financial condition.
3. Furthermore, Hudson knowingly or recklessly fabricated virtually everything about
the Series B-2 funding round, which was never authorized by Invenia’s board. Hudson falsely
promoted the Series B-2 round as a legitimate funding round to prospective investors, and he
provided the two Series B-2 investors that eventually invested in the round with offering
documents that purported to identify certain lead institutional investors and other additional
investors participating with them in that round. In reality, there never were any other committed
investors. Hudson later sent one of the Series B-2 investors a set of closing documents containing
forged signatures of the other purported investors.
4. In or around late February or early March 2022, Invenia’s board learned of the
Series B-2 funding round that Hudson had conducted and closed without its knowledge or
authorization. As a result, the board formed a special committee (the “special committee”) to
conduct an internal investigation into the Series B-2 round, which eventually also investigated
Invenia’s financial activities and practices. Hudson was terminated by Invenia in October 2022,

1
 Numerical figures originally presented in Canadian dollars (CAD), such as figures from
Invenia’s financial statements prepared by its Canadian outside auditor, have been converted to
U.S. dollars using the exchange rate for the applicable quarter-end.

COMPLAINT

SEC v. HUDSON

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and the company ceased most of its operations around the end of that year. Invenia subsequently
filed for bankruptcy in January 2025 in a Canadian court to liquidate any remaining assets.
5. As a result of the conduct alleged in this complaint, Hudson violated Section 10(b)
of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 (“Securities
Act”) [15 U.S.C. § 77q(a)].
6. In this action, the SEC seeks against Hudson: permanent injunctions; disgorgement
of ill-gotten gains with prejudgment interest; and civil monetary penalties. The SEC also seeks an
order prohibiting Hudson from participating in the issuance, purchase, offer, or sale of any
securities, and imposing an officer and director bar against Hudson.
JURISDICTION AND VENUE
7. The SEC brings this action pursuant to Sections 20(b), 20(d), and 22(a) of the
Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], and Sections 21(d), 21(e), and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d),
21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
9. Defendant, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and courses
of business alleged in this complaint.
10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)]. Acts, transactions,
practices, and courses of business that form the basis for the violations alleged in this complaint
occurred in this District. For example, Hudson participated in the offer and sale of Series B-1 and
Series B-2 securities of Invenia in this District, including to three institutional investors that were
then based in this District—two Series B-1 investors in San Francisco, California and a Series B-2
investor in South San Francisco, California. Hudson also promoted the Series B-2 funding round to
an investment firm based in San Francisco, California, that ultimately did not invest in the funding

COMPLAINT

SEC v. HUDSON

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round. Furthermore, venue lies in this District pursuant to Title 28, United States Code, Section
1391(c)(3) because Defendant is not a resident in the United States.
INTRADISTRICT ASSIGNMENT
11. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San
Francisco Division because a substantial part of the events and omissions which give rise to the
claims alleged herein, including Defendant’s participation in the offer and sale of Invenia’s
securities during the Series B funding rounds to investors, occurred in the counties of San
Francisco and San Mateo.
DEFENDANT
12. Matthew Derrick Hudson, age 41, is a Canadian citizen and is believed to reside
in Cambridge, England. Hudson co-founded Invenia in July 2006 and served as its CEO until he
was terminated in October 2022. Hudson also served as one of Invenia’s board members from July
2006 until he resigned from the board in December 2022.
RELATED ENTITY
13. Invenia Technical Computing Corporation was, at all relevant times, a Canadian
corporation with its principal place of business in Winnipeg, Canada. Invenia was a private
technology company from its founding in 2006 until it ceased most of its operations around the end
of 2022. In January 2025, Invenia filed for bankruptcy in Canada to liquidate any remaining assets.
FACTUAL ALLEGATIONS
A. Background
14. Hudson co-founded Invenia in July 2006 to develop technology for analyzing
complex data systems. By around 2012, Invenia was applying its technology, which the company
sometimes referred to as its proprietary “energy intelligence system” or “machine learning
platform,” to U.S. electricity markets with a stated goal of increasing energy efficiency and
optimizing electrical grids. Invenia used its technology to analyze data inputs related to daily
electricity consumption in various U.S. regions to predict how much electricity needed to be
produced to satisfy the next day’s demands, and then applied those predictions to its participation
in U.S. electricity markets.

COMPLAINT

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15. The majority of the U.S. electrical grid is served by several regional electricity
markets that are run by federally regulated entities known as independent system operators or
regional transmission organizations (collectively, “grid operators”). Because most of the electricity
generated by power plants each day generally cannot be stored for future use and thus must be
either consumed or wasted, grid operators manage day-ahead and real-time electricity markets to
help energy systems plan for producing, dispatching, and pricing electricity efficiently each day. In
addition to market players like power plants and load-serving entities that generate or manage
reserves of the physical electricity that eventually goes to end-users, there are market participants
that engage in “virtual bidding,” also known as convergence bidding, in the electricity markets to
buy or sell electricity without any physical power exchange. Virtual bidding in the day-ahead
markets affects how grid operators determine day-ahead pricing and coordinate with other market
players to plan for operations the next day. In the real-time markets the following day, the day-
ahead bids are settled based on the actual pricing and delivery of electricity across electrical grids.
All virtual day-ahead bids must be closed out with offsetting trades in the real-time markets, so
virtual bidders can profit from cash payments based on the difference between their day-ahead
predictions and corresponding real-time pricing.
16. At all relevant times, Invenia’s business involved applying the forecasts generated
by its technology to submit virtual bids in U.S. electricity markets with certain grid operators. For
the most part, starting from around 2012 and at all times relevant to this complaint, Invenia
engaged a third-party intermediary, a U.S. vendor based in Bismarck, North Dakota (the “ND
vendor”), to submit the virtual bids on its behalf. In essence, Invenia’s business involved
transacting through its virtual bids in U.S. electricity markets, and its ability to generate revenue
and profits was based on the accuracy of the electricity-usage forecasts generated by its
technology.
17. Hudson, as Invenia’s CEO, managed the company’s day-to-day operations from its
inception in July 2006 until early June 2022, when his activities were restricted during the special
committee’s investigation after the Series B-2 funding round. In the years leading up to and
throughout the Series B funding rounds, Hudson was also in effect the company’s acting chief

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financial officer because that position remained vacant from around June 2017 until November
2021, about a month before the final closing of the Series B-2 round, during which time Invenia’s
internal finance team reported directly to Hudson. During that period, Hudson received the
company’s unaudited monthly financial reports prepared by Invenia’s internal finance team as well
as annual audited financial statements prepared by its outside auditor, a Canadian accounting firm
based in Winnipeg, Canada. Hudson also had full access to invoices and other data from the ND
vendor showing, among other things, revenues and net profits or losses from the company’s virtual
bids with grid operators. Additionally, in the years leading up to, during, and following the Series
B funding rounds, Hudson directly provided financial documents to other members of the
company’s board and presented on all finance-related updates at board meetings. In sum,
throughout both Series B funding rounds, including for several years leading up to, and several
months following, the funding rounds, Hudson controlled Invenia’s operations and finances.
18. Furthermore, at all relevant times, Hudson controlled investor relations at the
company. Hudson was Invenia’s main point of contact for prospective and existing investors,
including throughout the Series B funding rounds. Hudson actively promoted and participated in
the offer and sale of Invenia’s securities in both Series B funding rounds. During both rounds, he
directly participated in presentations with, and made phone calls and sent e-mails to, actual and
potential investors to promote the funding rounds and to address investors’ due diligence inquiries.
He also created, approved, and personally sent written fundraising materials to actual and potential
investors, including presentation slides, financial statements, and other offering documents.
19. The Series B-1 funding round raised approximately $86.2 million between at least
October 2020 and March 2021 from five U.S. investors, with the Series B-1 investments all
closing in March 2021. The subsequent Series B-2 funding round raised approximately $33.5
million between around the end of March 2021 and January 2022 from two U.S. investors, one of
which was also a Series B-1 investor. The closing dates for the two Series B-2 investments were
staggered, with one closing in October 2021 and the other in or around January 2022. Collectively,
the two funding rounds raised approximately $120 million.

COMPLAINT

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20. The approximately $33.5 million from the unauthorized Series B-2 funding round
was returned to the two investors in 2022. However, the Series B-1 investments have not been
returned, and the Series B-1 investors have lost the value of their equity.
B. During the Series B-1 and Series B-2 Funding Rounds, Hudson Misled Investors
by Misrepresenting Invenia’s Financial Condition and Performance
21. Hudson made materially false and misleading statements to investors about
Invenia’s financial condition and performance during both Series B funding rounds. In support of
his misrepresentations, Hudson knowingly or recklessly created and provided investors, including
via emails he personally transmitted, with falsified versions of the company’s audited financial
statements and unaudited monthly financial reports, as well as fake invoices from its ND vendor,
that inflated key financial metrics. The inflated numbers made it appear that Invenia was
consistently generating impressive profits and obtaining upwards of hundreds of millions of dollars
in annual gross revenue. In reality, Invenia experienced little or no growth in revenue, with
revenue figures representing very small fractions of the inflated numbers, and suffered consecutive
net losses in the years leading up to the funding rounds.
22. During both Series B funding rounds, Hudson misled investors with falsified
audited financial statements that he created. Rather than sharing with investors the actual audited
financial statements he received from Invenia’s outside auditor, Hudson provided versions he
falsified by significantly inflating Invenia’s gross revenue, net income, cash flow, and other
financial measures. For example, Hudson altered the 2018 audited financial statements he provided
to investors to inflate Invenia’s annual gross revenue from approximately $25 million to about $71
million, an inflation of around 184%, and Invenia’s net loss of about $7 million to a positive net
income of approximately $24 million, an inflation of about 433%. Similarly, Hudson altered
Invenia’s actual 2019 audited financial statements, inflating key metrics by an even greater
magnitude than the prior year, and then provided those altered audited financial statements to
investors. The falsified 2019 audited financials changed Invenia’s annual gross revenue of
approximately $20 million to about $227 million, an inflation of approximately 1,035%, and
turned Invenia’s net loss of nearly $10 million into a positive net income of approximately $114

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million, an inflation of approximately 1,240%. Hudson also deleted references to the company’s
“shareholder deficiency” (or negative shareholder equity) in the audit opinion as well as references
to certain deficits in the applicable notes to the financial statements, such that the altered versions
respectively referenced positive shareholder equity and retained earnings.
23. Later, Hudson provided at least one of the Series B-2 investors with falsified 2020
audited financial statements. In this instance as well, Hudson altered Invenia’s actual audited
financials that he received from the company’s outside auditor. Among other things, Hudson
changed the 2020 year-end cash balance from approximately $9 million to nearly $300 million, an
inflation of approximately 3,233%.
24. Hudson also altered unaudited monthly financial reports and provided the altered
versions of those documents to investors of both Series B funding rounds. In numerous instances,
prospective investors asked Hudson to provide monthly financial updates so that they could
consider Invenia’s ongoing performance and potential to grow its business before deciding to
invest. During the period leading up to and throughout the Series B funding rounds, Invenia’s
director of finance, who reported directly to Hudson, often worked with the company’s external
bookkeeper, a Canadian firm based in Winnipeg, Canada, to put together a monthly financial
reporting package that he sent directly to Hudson, which included, among other things, monthly
and year-to-date gross revenues, profit and loss statements, and a cash flow summary. Hudson
subsequently inflated financial metrics in those monthly reports, and then personally emailed the
falsified reports to investors.
25. For example, on May 17, 2021, Invenia’s director of finance sent Hudson the
monthly financial reporting package for April 2021, which showed a net loss for that month of
approximately $270,000. Hudson subsequently altered the financial results for April 2021, and
included the inflated results in falsified monthly financials he personally emailed to a Series B-2
investor on August 24, 2021. The altered financials falsely reported a positive net income of
approximately $17 million for the month of April 2021, an inflation of over 6000% from the actual
net loss that month. Throughout both Series B funding rounds, Hudson repeatedly created and
disseminated to actual and prospective investors falsified unaudited financial reports.

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26. Hudson also misled investors by providing them with inflated metrics from the ND
vendor, including falsified daily profit-and-loss data and monthly invoices. For example, during
the Series B-1 funding round, Hudson provided an investor with daily profit-and-loss data to
support his claims regarding Invenia’s profitable performance in the electricity markets. As part of
its due diligence process, the investor reviewed that data and determined that the data sufficiently
backed up Invenia’s reported financials and performance. Unbeknownst to the investor, that data
had been falsified by Hudson who altered the original data from the ND vendor to align with the
falsified financials he created and provided to the investor.
27. Furthermore, Hudson altered several monthly invoices from the ND vendor that
were provided to another investor that went on to invest in both Series B funding rounds. That
investor previously requested copies of the ND vendor’s invoices, which summarized the
company’s performance with grid operators with metrics like the applicable month’s gross
transaction results (or revenue), net proceeds, and cash available to serve as collateral for
additional bids. For example, one of the invoices Hudson falsified for September 2020 changed the
actual negative gross revenue of approximately $99,000 into a positive gross revenue of nearly $31
million, the actual net loss of approximately $279,000 into a nearly $20 million net profit, and the
actual cash collateral balance of around $677,000 into a balance of approximately $267 million.
28. In addition, Hudson replaced the ND vendor’s real office phone number on its
monthly invoices with a false phone number with the same area code. Hudson used his personal
credit card to purchase the false phone number from a U.S. call-forwarding company based in
Cerritos, California, presumably so that he could intercept any attempts by investors to call the ND
vendor about information in the falsified invoices. Similarly, Hudson replaced the real fax number
and employee email address listed on the ND vendor’s invoices with fake ones.
29. Hudson knew, or was reckless in not knowing, that his numerous
misrepresentations to investors concerning Invenia’s financial results and condition were false and
misleading and would help perpetuate his fraudulent scheme. Hudson, who at all relevant times
controlled Invenia’s operations and finances and managed its internal financial team, falsified a
variety of financial documents, including the company’s audited financial statements from

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Invenia’s outside auditor, unaudited monthly financial reports prepared by Invenia’s internal
finance team, and monthly invoices and data from the ND vendor. He then sent falsified versions
of those records to investors, even though he received the true materials from their respective
sources and thus knew, or was reckless in not knowing, that the information he provided to
investors was not accurate.
30. Hudson’s misstatements concerning Invenia’s financial results and condition were
important to investors because it was critical to investors to know the true financial condition of the
company and the viability of its business, as well as to know whether key financial metrics in
financial documents they received from the company had been falsified or inflated. Indeed,
Invenia’s impressive financial profile as depicted in the company’s falsified financial statements
was important to investors’ decisions to invest in Invenia. Moreover, investors reasonably expected
to receive genuine and accurate financial information from the company, not fraudulent documents
altered by the company’s CEO, and would not have invested in Invenia with the knowledge that
the financial records they received were fabricated and false.
31. Hudson’s deceptive conduct—including, among other things, his falsification of
Invenia’s audited and unaudited financial statements, the ND vendor’s invoices, and transaction
data, as well as his purchase and use of a fake phone number on the invoices that he altered—
created a false and misleading picture of Invenia’s financial and business condition that was
important to investors in deciding whether to invest in the company.
C. During the Series B-2 Funding Round, Hudson Further Misled Investors by
Fabricating False and Misleading Offering Documents and Providing Them to
Investors
32. During the Series B-2 funding round, Hudson also provided prospective investors
with falsified offering and closing documents that contained numerous misrepresentations.
Invenia’s board did not authorize the Series B-2 round and was not aware of it when it was taking
place. Instead, Hudson led the Series B-2 round with prospective investors, including two U.S.
investor entities that ultimately wired funds to Invenia.
33. Throughout the Series B-2 funding round, Hudson represented to the two Series B-
2 investors that at least two other institutional investors were leading the funding round and

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collectively investing over $45 million. This representation was false—in fact, one of the purported
lead investors, which was an existing shareholder that had invested in the prior Series B-1 round,
was not even aware that the Series B-2 round was underway, and the other purported lead investor,
while it had been in contact with Hudson about the Series B-2 round, never committed to making
an investment. Nevertheless, Hudson included the purported leads, along with the names of other
false purported investors, on investor lists in Series B-2 documents that Hudson repeatedly shared
and referenced with the two Series B-2 investors. During the Series B-2 round, each of the Series
B-2 investors inquired directly with Hudson about the purported lead investors’ involvement,
including to confirm the latest status of their involvement and whether their respective investments
were confirmed for the funding round.
34. Hudson also shared with both Series B-2 investors a legal opinion he reused from
the prior Series B-1 funding round, which he altered to reference a purported Series B-2 funding
round without seeking approval or authorization from the legal counsel who drafted the original
opinion, as well as fake board resolutions that he had created purporting to approve the Series B-2
funding round.
35. Further, Hudson personally emailed the Series B-2 investor that closed its
investment in or around January 2022 with executed closing documents that included signatures of
the other purported investors, including the two purported lead institutional investors, all of whose
signatures Hudson forged. The fake executed closing documents also included the purported
signature of another Invenia board member, which Hudson also forged, on the fake board
resolutions, which Hudson had created.
36. The Series B-2 investor that closed its investment a few months earlier, in October
2021, received a closing set without signatures; that investor expected to subsequently receive
executed documents with future rolling closings. Hudson separately represented to that investor
prior to the October 2021 closing that the Series B-2 transaction documents were final, approved,
and not changing.
37. Hudson, knew, or was reckless in not knowing, that his representations about the
purported lead investors were false, and that the offering and closing documents falsely contained

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the names of those lead investors and other purported investors, because he created the falsified
documents, was the primary point of contact for all investors, and controlled the Series B-2
funding round. Furthermore, as a member of Invenia’s board, Hudson knew, or was reckless in not
knowing, that the board had not authorized the Series B-2 round.
38. Hudson’s misrepresentations concerning the Series B-2 funding round were
important to investors because it was critical to investors that the funding round was a legitimate
round authorized by the company’s board, and that the transaction documents, investor lists, and
any executed signatures on documents were genuine and true. Investors reasonably expected that
Invenia’s CEO was presenting them with accurate information and documents concerning the
Series B-2 round, and investors would not have invested with the knowledge of Hudson’s
numerous deceptive acts, including, but not limited to, his creation of unauthorized Series B-2
transaction documents containing false investor lists and other fake closing deliverables like the
fabricated Series B-2 legal opinion.
D. Hudson Took Steps to Perpetuate His Fraudulent Scheme by Concealing it from
Invenia’s Board and Outside Auditor
39. In addition to Hudson’s false and misleading statements to investors, Hudson took
additional actions to conceal his fraudulent scheme from Invenia’s board and outside auditor. For
example, in the period leading up to, during, and following the Series B funding rounds, Hudson
sent other members of the board copies of inflated audited and unaudited financial statements, and
as a result, they believed the company was earning upwards of hundreds of millions of dollars in
revenue by the end of fiscal year 2019 and was significantly profitable leading up to and during the
Series B funding rounds. Hudson also presented on the false financials during board meetings.
40. Meanwhile, during the period leading up to and throughout the Series B funding
rounds, Hudson concealed from Invenia’s outside auditor that he had altered the audited financial
statements the outside auditor had finalized for the company. Indeed, each year, he signed a
representation letter as Invenia’s CEO that the outside auditor required before finalizing and
releasing the audited financial statements to the company. In those letters, he falsely represented,

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among other things, that the Invenia board had approved the audited financial statements as
prepared by the outside auditor.
E. Hudson’s Fraudulent Scheme Unraveled as the Board Formed a Special
Committee to Conduct an Internal Investigation
41. After both Series B funding rounds closed, Hudson continued to provide investors
with misleading financial documents and updates in order to keep his fraudulent scheme from
being uncovered. For example, around the end of March and in early April 2022, Hudson sent
investors and their representatives false email confirmations containing inflated cash collateral
balances with grid operators by impersonating at least two of the ND vendor’s employees using
fake email addresses that he created. At least one of those emails included a falsified “confirmation
letter” file attachment purporting to verify the inflated balances that Hudson created with the
forged signature of another ND vendor employee.
42. Despite his efforts, however, Hudson’s fraudulent scheme began to unravel soon
after the second and final closing of the Series B-2 funding round. In or around late February or
early March 2022, one of the Series B-2 investors raised concerns to an Invenia board member
about representations Hudson had made about the Series B-2 round. As a result, the rest of
Invenia’s board learned for the first time that Hudson had conducted and closed an entire funding
round without their knowledge or authorization.
43. The board formed a special committee in April 2022 to investigate issues related to
the Series B-2 funding round and then subsequently expanded the scope of its investigation to
include the company’s financial activities and practices. Meanwhile, at Hudson’s direction, all of
the funds invested during the Series B-2 round were returned to the two Series B-2 investors in
March 2022 and August 2022, respectively.
44. In October 2022, the board terminated Hudson, and a month later, in November
2022, the special committee’s findings concluded that Hudson had, among other things, conducted
the unauthorized Series B-2 funding round with forged and falsified documents, including inflated
versions of Invenia’s financial records. The special committee also found that Hudson significantly
interfered with the internal investigation process by, among other things, directing third parties to

COMPLAINT

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not communicate with the special committee’s counsel leading the investigation and by actively
obstructing the document collection process by destroying or failing to disclose relevant records on
Invenia’s server.
45. Furthermore, the special committee found that Hudson had, without board
authorization, paid himself approximately $312,000 in excess of what he was entitled to under his
employment agreement, specifically, approximately $79,000 around November 2021 and
approximately $233,000 around May 2022. To date, Hudson has not returned any of those funds to
the company. Without proceeds from the Series B funding rounds, Invenia would have been cash
flow negative by the end of 2021 by approximately $26 million and thus would not have had the
extra cash on hand to fund the extra payments that Hudson made to himself.
46. Around the end of 2022, Invenia suffered significant losses in the electricity
markets that undermined the viability of its business. The company then ceased most of its
operations. In January 2025, the company filed for bankruptcy in a Canadian court to liquidate any
remaining assets. Invenia’s bankruptcy filing indicates that the company’s total assets amount to
approximately $27,000 while its liabilities are over $1.3 million. Accordingly, equity investors’
investments, including all Series B-1 investments, appear to be unrecoverable from the company.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
47. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 46.
48. Defendant, by engaging in the conduct described above, directly or indirectly, in
connection with the purchase or sale of securities, by use of means or instrumentalities of interstate
commerce, or of the mails, with scienter:
a. Employed devices, schemes, or artifices to defraud;
b. Made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and

COMPLAINT

SEC v. HUDSON

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c. Engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons, including purchasers of
securities.
49. By reason of the foregoing, Defendant violated, and unless restrained and enjoined
will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
50. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 46.
51. Defendant, by engaging in the conduct described above, 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:
a. with scienter, employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material fact
or by omitting 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
c. engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon purchasers.
52. By reason of the foregoing, Defendant violated, and unless restrained and enjoined
will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Permanently enjoin Defendant from directly or indirectly violating Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

COMPLAINT

SEC v. HUDSON

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II.
Permanently enjoin Defendant from directly or indirectly, including, but not limited to,
through any entity owned or controlled by him, participating in the issuance, purchase, offer, or
sale of any security, provided however, that such injunction shall not prevent Defendant from
purchasing or selling securities for his own personal accounts.
III.
Enter an order prohibiting Defendant from serving as an officer or director of any issuer
having a class of securities registered with the SEC pursuant to Section 12 of the Exchange Act [15
U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15
U.S.C. § 78o(d)], 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)].
IV.
Issue an order requiring Defendant to disgorge all ill-gotten gains received as a result of his
unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5), and
21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
V.
Issue an order requiring Defendant to pay civil monetary penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)].
VI.
Retain jurisdiction over this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered, or to entertain any suitable application or motion for additional relief
within the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just, equitable, and
necessary.

COMPLAINT

SEC v. HUDSON

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JURY DEMAND
 Pursuant to Federal Rule of Civil Procedure 38 and L.R. 3-6, the Commission demands a
trial by jury on all issues so triable.

Dated:  September 24, 2025

                                                                        Respectfully            submitted,

  /s/ Yoona Kim
Yoona Kim
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

COMPLAINT SEC v. HUDSON 

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JASON H. LEE (Cal. Bar No. 253140) 
DAVID ZHOU (NY Bar No. 4926523) 
ANTHONY MORENO (Cal. Bar No. 299220) 
  [email protected] 
YOONA KIM (Cal. Bar No. 314641) 
  [email protected] 

Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 700 
San Francisco, CA 94104 
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

 vs. 

MATTHEW DERRICK HUDSON, 

Defendant. 

Case No.  3:25-cv-08106

COMPLAINT 

 
DEMAND FOR JURY TRIAL 

Plaintiff Securities and Exchange Commission (the “SEC”) alleges: 

SUMMARY OF THE ACTION 

1. From at least October 2020 through January 2022, Defendant Matthew Derrick

Hudson (“Hudson”) fraudulently raised approximately $120 million from six U.S.-based investors 

for Invenia Technical Computing Corporation (“Invenia”), a private Canadian technology 

company Hudson co-founded in 2006 and led as its then-chief executive officer. Hudson 

conducted his fraudulent scheme through two Series B funding rounds: (i) an initial Series B 

(“Series B-1”) funding round that raised approximately $86.2 million between at least October 

2020 and March 2021; and (ii) a Series B-2 funding round that raised approximately $33.5 million 

between around the end of March 2021 and January 2022.  

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

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2. During both Series B funding rounds, Hudson made materially false and 

misleading statements to investors concerning Invenia’s financial condition and performance, 

including by providing investors with falsified financial statements, invoices, and other documents. 

Hudson knowingly or recklessly falsified documents he received from Invenia’s outside auditor, 

internal finance team, and external vendor to dramatically inflate key financial metrics such as the 

company’s gross revenue, net income, and cash on hand. For example, Hudson altered Invenia’s 

audited financial statements for fiscal year 2019 to inflate the company’s actual gross revenue of 

approximately $20 million1 to about $227 million, and to flip the company’s actual net income of 

approximately negative $10 million into a positive $114 million. Hudson then provided the 

falsified financials to investors, as well as to members of Invenia’s board of directors (the 

“board”), to support his claims about the company’s financial condition.  

3. Furthermore, Hudson knowingly or recklessly fabricated virtually everything about 

the Series B-2 funding round, which was never authorized by Invenia’s board. Hudson falsely 

promoted the Series B-2 round as a legitimate funding round to prospective investors, and he 

provided the two Series B-2 investors that eventually invested in the round with offering 

documents that purported to identify certain lead institutional investors and other additional 

investors participating with them in that round. In reality, there never were any other committed 

investors. Hudson later sent one of the Series B-2 investors a set of closing documents containing 

forged signatures of the other purported investors.  

4. In or around late February or early March 2022, Invenia’s board learned of the 

Series B-2 funding round that Hudson had conducted and closed without its knowledge or 

authorization. As a result, the board formed a special committee (the “special committee”) to 

conduct an internal investigation into the Series B-2 round, which eventually also investigated 

Invenia’s financial activities and practices. Hudson was terminated by Invenia in October 2022, 

 
1 Numerical figures originally presented in Canadian dollars (CAD), such as figures from 
Invenia’s financial statements prepared by its Canadian outside auditor, have been converted to 
U.S. dollars using the exchange rate for the applicable quarter-end.   

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and the company ceased most of its operations around the end of that year. Invenia subsequently 

filed for bankruptcy in January 2025 in a Canadian court to liquidate any remaining assets.  

5. As a result of the conduct alleged in this complaint, Hudson violated Section 10(b) 

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

thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 (“Securities 

Act”) [15 U.S.C. § 77q(a)]. 

6. In this action, the SEC seeks against Hudson: permanent injunctions; disgorgement 

of ill-gotten gains with prejudgment interest; and civil monetary penalties. The SEC also seeks an 

order prohibiting Hudson from participating in the issuance, purchase, offer, or sale of any 

securities, and imposing an officer and director bar against Hudson. 

JURISDICTION AND VENUE 

7. The SEC brings this action pursuant to Sections 20(b), 20(d), and 22(a) of the 

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

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

8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d), 

21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].  

9. Defendant, directly or indirectly, made use of the means and instrumentalities of 

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

of business alleged in this complaint. 

10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)]. Acts, transactions, 

practices, and courses of business that form the basis for the violations alleged in this complaint 

occurred in this District. For example, Hudson participated in the offer and sale of Series B-1 and 

Series B-2 securities of Invenia in this District, including to three institutional investors that were 

then based in this District—two Series B-1 investors in San Francisco, California and a Series B-2 

investor in South San Francisco, California. Hudson also promoted the Series B-2 funding round to 

an investment firm based in San Francisco, California, that ultimately did not invest in the funding 

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round. Furthermore, venue lies in this District pursuant to Title 28, United States Code, Section 

1391(c)(3) because Defendant is not a resident in the United States.  

INTRADISTRICT ASSIGNMENT 

11. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San 

Francisco Division because a substantial part of the events and omissions which give rise to the 

claims alleged herein, including Defendant’s participation in the offer and sale of Invenia’s 

securities during the Series B funding rounds to investors, occurred in the counties of San 

Francisco and San Mateo. 

DEFENDANT 

12. Matthew Derrick Hudson, age 41, is a Canadian citizen and is believed to reside 

in Cambridge, England. Hudson co-founded Invenia in July 2006 and served as its CEO until he 

was terminated in October 2022. Hudson also served as one of Invenia’s board members from July 

2006 until he resigned from the board in December 2022. 

RELATED ENTITY 

13. Invenia Technical Computing Corporation was, at all relevant times, a Canadian 

corporation with its principal place of business in Winnipeg, Canada. Invenia was a private 

technology company from its founding in 2006 until it ceased most of its operations around the end 

of 2022. In January 2025, Invenia filed for bankruptcy in Canada to liquidate any remaining assets. 

FACTUAL ALLEGATIONS 

A. Background  

14. Hudson co-founded Invenia in July 2006 to develop technology for analyzing 

complex data systems. By around 2012, Invenia was applying its technology, which the company 

sometimes referred to as its proprietary “energy intelligence system” or “machine learning 

platform,” to U.S. electricity markets with a stated goal of increasing energy efficiency and 

optimizing electrical grids. Invenia used its technology to analyze data inputs related to daily 

electricity consumption in various U.S. regions to predict how much electricity needed to be 

produced to satisfy the next day’s demands, and then applied those predictions to its participation 

in U.S. electricity markets. 

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15. The majority of the U.S. electrical grid is served by several regional electricity 

markets that are run by federally regulated entities known as independent system operators or 

regional transmission organizations (collectively, “grid operators”). Because most of the electricity 

generated by power plants each day generally cannot be stored for future use and thus must be 

either consumed or wasted, grid operators manage day-ahead and real-time electricity markets to 

help energy systems plan for producing, dispatching, and pricing electricity efficiently each day. In 

addition to market players like power plants and load-serving entities that generate or manage 

reserves of the physical electricity that eventually goes to end-users, there are market participants 

that engage in “virtual bidding,” also known as convergence bidding, in the electricity markets to 

buy or sell electricity without any physical power exchange. Virtual bidding in the day-ahead 

markets affects how grid operators determine day-ahead pricing and coordinate with other market 

players to plan for operations the next day. In the real-time markets the following day, the day-

ahead bids are settled based on the actual pricing and delivery of electricity across electrical grids. 

All virtual day-ahead bids must be closed out with offsetting trades in the real-time markets, so 

virtual bidders can profit from cash payments based on the difference between their day-ahead 

predictions and corresponding real-time pricing. 

16. At all relevant times, Invenia’s business involved applying the forecasts generated 

by its technology to submit virtual bids in U.S. electricity markets with certain grid operators. For 

the most part, starting from around 2012 and at all times relevant to this complaint, Invenia 

engaged a third-party intermediary, a U.S. vendor based in Bismarck, North Dakota (the “ND 

vendor”), to submit the virtual bids on its behalf. In essence, Invenia’s business involved 

transacting through its virtual bids in U.S. electricity markets, and its ability to generate revenue 

and profits was based on the accuracy of the electricity-usage forecasts generated by its 

technology. 

17. Hudson, as Invenia’s CEO, managed the company’s day-to-day operations from its 

inception in July 2006 until early June 2022, when his activities were restricted during the special 

committee’s investigation after the Series B-2 funding round. In the years leading up to and 

throughout the Series B funding rounds, Hudson was also in effect the company’s acting chief 

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financial officer because that position remained vacant from around June 2017 until November 

2021, about a month before the final closing of the Series B-2 round, during which time Invenia’s 

internal finance team reported directly to Hudson. During that period, Hudson received the 

company’s unaudited monthly financial reports prepared by Invenia’s internal finance team as well 

as annual audited financial statements prepared by its outside auditor, a Canadian accounting firm 

based in Winnipeg, Canada. Hudson also had full access to invoices and other data from the ND 

vendor showing, among other things, revenues and net profits or losses from the company’s virtual 

bids with grid operators. Additionally, in the years leading up to, during, and following the Series 

B funding rounds, Hudson directly provided financial documents to other members of the 

company’s board and presented on all finance-related updates at board meetings. In sum, 

throughout both Series B funding rounds, including for several years leading up to, and several 

months following, the funding rounds, Hudson controlled Invenia’s operations and finances. 

18. Furthermore, at all relevant times, Hudson controlled investor relations at the 

company. Hudson was Invenia’s main point of contact for prospective and existing investors, 

including throughout the Series B funding rounds. Hudson actively promoted and participated in 

the offer and sale of Invenia’s securities in both Series B funding rounds. During both rounds, he 

directly participated in presentations with, and made phone calls and sent e-mails to, actual and 

potential investors to promote the funding rounds and to address investors’ due diligence inquiries. 

He also created, approved, and personally sent written fundraising materials to actual and potential 

investors, including presentation slides, financial statements, and other offering documents. 

19. The Series B-1 funding round raised approximately $86.2 million between at least 

October 2020 and March 2021 from five U.S. investors, with the Series B-1 investments all 

closing in March 2021. The subsequent Series B-2 funding round raised approximately $33.5 

million between around the end of March 2021 and January 2022 from two U.S. investors, one of 

which was also a Series B-1 investor. The closing dates for the two Series B-2 investments were 

staggered, with one closing in October 2021 and the other in or around January 2022. Collectively, 

the two funding rounds raised approximately $120 million.   

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20. The approximately $33.5 million from the unauthorized Series B-2 funding round 

was returned to the two investors in 2022. However, the Series B-1 investments have not been 

returned, and the Series B-1 investors have lost the value of their equity. 

B. During the Series B-1 and Series B-2 Funding Rounds, Hudson Misled Investors 
by Misrepresenting Invenia’s Financial Condition and Performance 

21. Hudson made materially false and misleading statements to investors about 

Invenia’s financial condition and performance during both Series B funding rounds. In support of 

his misrepresentations, Hudson knowingly or recklessly created and provided investors, including 

via emails he personally transmitted, with falsified versions of the company’s audited financial 

statements and unaudited monthly financial reports, as well as fake invoices from its ND vendor, 

that inflated key financial metrics. The inflated numbers made it appear that Invenia was 

consistently generating impressive profits and obtaining upwards of hundreds of millions of dollars 

in annual gross revenue. In reality, Invenia experienced little or no growth in revenue, with 

revenue figures representing very small fractions of the inflated numbers, and suffered consecutive 

net losses in the years leading up to the funding rounds. 

22. During both Series B funding rounds, Hudson misled investors with falsified 

audited financial statements that he created. Rather than sharing with investors the actual audited 

financial statements he received from Invenia’s outside auditor, Hudson provided versions he 

falsified by significantly inflating Invenia’s gross revenue, net income, cash flow, and other 

financial measures. For example, Hudson altered the 2018 audited financial statements he provided 

to investors to inflate Invenia’s annual gross revenue from approximately $25 million to about $71 

million, an inflation of around 184%, and Invenia’s net loss of about $7 million to a positive net 

income of approximately $24 million, an inflation of about 433%. Similarly, Hudson altered 

Invenia’s actual 2019 audited financial statements, inflating key metrics by an even greater 

magnitude than the prior year, and then provided those altered audited financial statements to 

investors. The falsified 2019 audited financials changed Invenia’s annual gross revenue of 

approximately $20 million to about $227 million, an inflation of approximately 1,035%, and 

turned Invenia’s net loss of nearly $10 million into a positive net income of approximately $114 

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million, an inflation of approximately 1,240%. Hudson also deleted references to the company’s 

“shareholder deficiency” (or negative shareholder equity) in the audit opinion as well as references 

to certain deficits in the applicable notes to the financial statements, such that the altered versions 

respectively referenced positive shareholder equity and retained earnings.  

23. Later, Hudson provided at least one of the Series B-2 investors with falsified 2020 

audited financial statements. In this instance as well, Hudson altered Invenia’s actual audited 

financials that he received from the company’s outside auditor. Among other things, Hudson 

changed the 2020 year-end cash balance from approximately $9 million to nearly $300 million, an 

inflation of approximately 3,233%. 

24. Hudson also altered unaudited monthly financial reports and provided the altered 

versions of those documents to investors of both Series B funding rounds. In numerous instances, 

prospective investors asked Hudson to provide monthly financial updates so that they could 

consider Invenia’s ongoing performance and potential to grow its business before deciding to 

invest. During the period leading up to and throughout the Series B funding rounds, Invenia’s 

director of finance, who reported directly to Hudson, often worked with the company’s external 

bookkeeper, a Canadian firm based in Winnipeg, Canada, to put together a monthly financial 

reporting package that he sent directly to Hudson, which included, among other things, monthly 

and year-to-date gross revenues, profit and loss statements, and a cash flow summary. Hudson 

subsequently inflated financial metrics in those monthly reports, and then personally emailed the 

falsified reports to investors. 

25. For example, on May 17, 2021, Invenia’s director of finance sent Hudson the 

monthly financial reporting package for April 2021, which showed a net loss for that month of 

approximately $270,000. Hudson subsequently altered the financial results for April 2021, and 

included the inflated results in falsified monthly financials he personally emailed to a Series B-2 

investor on August 24, 2021. The altered financials falsely reported a positive net income of 

approximately $17 million for the month of April 2021, an inflation of over 6000% from the actual 

net loss that month. Throughout both Series B funding rounds, Hudson repeatedly created and 

disseminated to actual and prospective investors falsified unaudited financial reports.  

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26. Hudson also misled investors by providing them with inflated metrics from the ND 

vendor, including falsified daily profit-and-loss data and monthly invoices. For example, during 

the Series B-1 funding round, Hudson provided an investor with daily profit-and-loss data to 

support his claims regarding Invenia’s profitable performance in the electricity markets. As part of 

its due diligence process, the investor reviewed that data and determined that the data sufficiently 

backed up Invenia’s reported financials and performance. Unbeknownst to the investor, that data 

had been falsified by Hudson who altered the original data from the ND vendor to align with the 

falsified financials he created and provided to the investor.  

27. Furthermore, Hudson altered several monthly invoices from the ND vendor that 

were provided to another investor that went on to invest in both Series B funding rounds. That 

investor previously requested copies of the ND vendor’s invoices, which summarized the 

company’s performance with grid operators with metrics like the applicable month’s gross 

transaction results (or revenue), net proceeds, and cash available to serve as collateral for 

additional bids. For example, one of the invoices Hudson falsified for September 2020 changed the 

actual negative gross revenue of approximately $99,000 into a positive gross revenue of nearly $31 

million, the actual net loss of approximately $279,000 into a nearly $20 million net profit, and the 

actual cash collateral balance of around $677,000 into a balance of approximately $267 million.    

28. In addition, Hudson replaced the ND vendor’s real office phone number on its 

monthly invoices with a false phone number with the same area code. Hudson used his personal 

credit card to purchase the false phone number from a U.S. call-forwarding company based in 

Cerritos, California, presumably so that he could intercept any attempts by investors to call the ND 

vendor about information in the falsified invoices. Similarly, Hudson replaced the real fax number 

and employee email address listed on the ND vendor’s invoices with fake ones. 

29. Hudson knew, or was reckless in not knowing, that his numerous 

misrepresentations to investors concerning Invenia’s financial results and condition were false and 

misleading and would help perpetuate his fraudulent scheme. Hudson, who at all relevant times 

controlled Invenia’s operations and finances and managed its internal financial team, falsified a 

variety of financial documents, including the company’s audited financial statements from 

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COMPLAINT 
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Invenia’s outside auditor, unaudited monthly financial reports prepared by Invenia’s internal 

finance team, and monthly invoices and data from the ND vendor. He then sent falsified versions 

of those records to investors, even though he received the true materials from their respective 

sources and thus knew, or was reckless in not knowing, that the information he provided to 

investors was not accurate.  

30. Hudson’s misstatements concerning Invenia’s financial results and condition were 

important to investors because it was critical to investors to know the true financial condition of the 

company and the viability of its business, as well as to know whether key financial metrics in 

financial documents they received from the company had been falsified or inflated. Indeed, 

Invenia’s impressive financial profile as depicted in the company’s falsified financial statements 

was important to investors’ decisions to invest in Invenia. Moreover, investors reasonably expected 

to receive genuine and accurate financial information from the company, not fraudulent documents 

altered by the company’s CEO, and would not have invested in Invenia with the knowledge that 

the financial records they received were fabricated and false.  

31. Hudson’s deceptive conduct—including, among other things, his falsification of 

Invenia’s audited and unaudited financial statements, the ND vendor’s invoices, and transaction 

data, as well as his purchase and use of a fake phone number on the invoices that he altered—

created a false and misleading picture of Invenia’s financial and business condition that was 

important to investors in deciding whether to invest in the company. 

C. During the Series B-2 Funding Round, Hudson Further Misled Investors by 
Fabricating False and Misleading Offering Documents and Providing Them to 
Investors 

32. During the Series B-2 funding round, Hudson also provided prospective investors 

with falsified offering and closing documents that contained numerous misrepresentations. 

Invenia’s board did not authorize the Series B-2 round and was not aware of it when it was taking 

place. Instead, Hudson led the Series B-2 round with prospective investors, including two U.S. 

investor entities that ultimately wired funds to Invenia.  

33. Throughout the Series B-2 funding round, Hudson represented to the two Series B-

2 investors that at least two other institutional investors were leading the funding round and 

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COMPLAINT 
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collectively investing over $45 million. This representation was false—in fact, one of the purported 

lead investors, which was an existing shareholder that had invested in the prior Series B-1 round, 

was not even aware that the Series B-2 round was underway, and the other purported lead investor, 

while it had been in contact with Hudson about the Series B-2 round, never committed to making 

an investment. Nevertheless, Hudson included the purported leads, along with the names of other 

false purported investors, on investor lists in Series B-2 documents that Hudson repeatedly shared 

and referenced with the two Series B-2 investors. During the Series B-2 round, each of the Series 

B-2 investors inquired directly with Hudson about the purported lead investors’ involvement, 

including to confirm the latest status of their involvement and whether their respective investments 

were confirmed for the funding round. 

34. Hudson also shared with both Series B-2 investors a legal opinion he reused from 

the prior Series B-1 funding round, which he altered to reference a purported Series B-2 funding 

round without seeking approval or authorization from the legal counsel who drafted the original 

opinion, as well as fake board resolutions that he had created purporting to approve the Series B-2 

funding round. 

35. Further, Hudson personally emailed the Series B-2 investor that closed its 

investment in or around January 2022 with executed closing documents that included signatures of 

the other purported investors, including the two purported lead institutional investors, all of whose 

signatures Hudson forged. The fake executed closing documents also included the purported 

signature of another Invenia board member, which Hudson also forged, on the fake board 

resolutions, which Hudson had created.  

36. The Series B-2 investor that closed its investment a few months earlier, in October 

2021, received a closing set without signatures; that investor expected to subsequently receive  

executed documents with future rolling closings. Hudson separately represented to that investor 

prior to the October 2021 closing that the Series B-2 transaction documents were final, approved, 

and not changing. 

37. Hudson, knew, or was reckless in not knowing, that his representations about the 

purported lead investors were false, and that the offering and closing documents falsely contained 

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the names of those lead investors and other purported investors, because he created the falsified 

documents, was the primary point of contact for all investors, and controlled the Series B-2 

funding round. Furthermore, as a member of Invenia’s board, Hudson knew, or was reckless in not 

knowing, that the board had not authorized the Series B-2 round. 

38. Hudson’s misrepresentations concerning the Series B-2 funding round were 

important to investors because it was critical to investors that the funding round was a legitimate 

round authorized by the company’s board, and that the transaction documents, investor lists, and 

any executed signatures on documents were genuine and true. Investors reasonably expected that 

Invenia’s CEO was presenting them with accurate information and documents concerning the 

Series B-2 round, and investors would not have invested with the knowledge of Hudson’s 

numerous deceptive acts, including, but not limited to, his creation of unauthorized Series B-2 

transaction documents containing false investor lists and other fake closing deliverables like the 

fabricated Series B-2 legal opinion.  

D. Hudson Took Steps to Perpetuate His Fraudulent Scheme by Concealing it from 
Invenia’s Board and Outside Auditor 

39. In addition to Hudson’s false and misleading statements to investors, Hudson took 

additional actions to conceal his fraudulent scheme from Invenia’s board and outside auditor. For 

example, in the period leading up to, during, and following the Series B funding rounds, Hudson 

sent other members of the board copies of inflated audited and unaudited financial statements, and 

as a result, they believed the company was earning upwards of hundreds of millions of dollars in 

revenue by the end of fiscal year 2019 and was significantly profitable leading up to and during the 

Series B funding rounds. Hudson also presented on the false financials during board meetings. 

40. Meanwhile, during the period leading up to and throughout the Series B funding 

rounds, Hudson concealed from Invenia’s outside auditor that he had altered the audited financial 

statements the outside auditor had finalized for the company. Indeed, each year, he signed a 

representation letter as Invenia’s CEO that the outside auditor required before finalizing and 

releasing the audited financial statements to the company. In those letters, he falsely represented, 

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among other things, that the Invenia board had approved the audited financial statements as 

prepared by the outside auditor. 

E. Hudson’s Fraudulent Scheme Unraveled as the Board Formed a Special 
Committee to Conduct an Internal Investigation 

41. After both Series B funding rounds closed, Hudson continued to provide investors 

with misleading financial documents and updates in order to keep his fraudulent scheme from 

being uncovered. For example, around the end of March and in early April 2022, Hudson sent 

investors and their representatives false email confirmations containing inflated cash collateral 

balances with grid operators by impersonating at least two of the ND vendor’s employees using 

fake email addresses that he created. At least one of those emails included a falsified “confirmation 

letter” file attachment purporting to verify the inflated balances that Hudson created with the 

forged signature of another ND vendor employee. 

42. Despite his efforts, however, Hudson’s fraudulent scheme began to unravel soon 

after the second and final closing of the Series B-2 funding round. In or around late February or 

early March 2022, one of the Series B-2 investors raised concerns to an Invenia board member 

about representations Hudson had made about the Series B-2 round. As a result, the rest of 

Invenia’s board learned for the first time that Hudson had conducted and closed an entire funding 

round without their knowledge or authorization.  

43. The board formed a special committee in April 2022 to investigate issues related to 

the Series B-2 funding round and then subsequently expanded the scope of its investigation to 

include the company’s financial activities and practices. Meanwhile, at Hudson’s direction, all of 

the funds invested during the Series B-2 round were returned to the two Series B-2 investors in 

March 2022 and August 2022, respectively.   

44. In October 2022, the board terminated Hudson, and a month later, in November 

2022, the special committee’s findings concluded that Hudson had, among other things, conducted 

the unauthorized Series B-2 funding round with forged and falsified documents, including inflated 

versions of Invenia’s financial records. The special committee also found that Hudson significantly 

interfered with the internal investigation process by, among other things, directing third parties to 

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COMPLAINT 
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not communicate with the special committee’s counsel leading the investigation and by actively 

obstructing the document collection process by destroying or failing to disclose relevant records on 

Invenia’s server.   

45. Furthermore, the special committee found that Hudson had, without board 

authorization, paid himself approximately $312,000 in excess of what he was entitled to under his 

employment agreement, specifically, approximately $79,000 around November 2021 and 

approximately $233,000 around May 2022. To date, Hudson has not returned any of those funds to 

the company. Without proceeds from the Series B funding rounds, Invenia would have been cash 

flow negative by the end of 2021 by approximately $26 million and thus would not have had the 

extra cash on hand to fund the extra payments that Hudson made to himself. 

46. Around the end of 2022, Invenia suffered significant losses in the electricity 

markets that undermined the viability of its business. The company then ceased most of its 

operations. In January 2025, the company filed for bankruptcy in a Canadian court to liquidate any 

remaining assets. Invenia’s bankruptcy filing indicates that the company’s total assets amount to 

approximately $27,000 while its liabilities are over $1.3 million. Accordingly, equity investors’ 

investments, including all Series B-1 investments, appear to be unrecoverable from the company.   

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

47. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 46.  

48. Defendant, by engaging in the conduct described above, directly or indirectly, in 

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate 

commerce, or of the mails, with scienter: 

a. Employed devices, schemes, or artifices to defraud; 

b. Made untrue statements of material facts or omitted to state material facts 

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

circumstances under which they were made, not misleading; and 

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COMPLAINT 
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c. Engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons, including purchasers of 

securities. 

49. By reason of the foregoing, Defendant violated, and unless restrained and enjoined 

will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act 

50. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 46. 

51. Defendant, by engaging in the conduct described above, 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:  

a. with scienter, employed devices, schemes, or artifices to defraud;  

b. obtained money or property by means of untrue statements of material fact 

or by omitting 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  

c. engaged in transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon purchasers.  

52. By reason of the foregoing, Defendant violated, and unless restrained and enjoined 

will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Permanently enjoin Defendant from directly or indirectly violating Section 10(b) of the 

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

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

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COMPLAINT 
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II. 

Permanently enjoin Defendant from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by him, participating in the issuance, purchase, offer, or 

sale of any security, provided however, that such injunction shall not prevent Defendant from 

purchasing or selling securities for his own personal accounts. 

III. 

Enter an order prohibiting Defendant from serving as an officer or director of any issuer 

having a class of securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 

U.S.C. § 78o(d)], 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)]. 

IV. 

Issue an order requiring Defendant to disgorge all ill-gotten gains received as a result of his 

unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5), and 

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

V. 

Issue an order requiring Defendant to pay civil monetary penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)]. 

VI. 

Retain jurisdiction over this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered, or to entertain any suitable application or motion for additional relief 

within the jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just, equitable, and 

necessary. 

 

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COMPLAINT 
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JURY DEMAND 

 Pursuant to Federal Rule of Civil Procedure 38 and L.R. 3-6, the Commission demands a 

trial by jury on all issues so triable. 

 

Dated:  September 24, 2025    

 
      Respectfully submitted, 
 

  /s/ Yoona Kim                                                       
Yoona Kim 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

 

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