SEC v. TODD O’GARA; and WANU WATER, INC., No. 2:25-cv-15535, District of New Jersey (Sept. 15, 2025) — Complaint

Counsel of Record:
Judson T. Mihok
Gregory R. Bockin
Sarah Damiani
Julia C. Green
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
Phone: 215-597-6500
Fax: 215-597-2740
Email: [email protected]

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        v.

TODD O’GARA,

and

WANU WATER, INC.,

                                             Defendants.

CIVIL ACTION NO.

COMPLAINT

JURY TRIAL
DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission” or the “SEC”), One
Penn Center, 1617 JFK Boulevard, Suite 520, Philadelphia, Pennsylvania 19103, alleges as
follows against Defendants Todd O’Gara (“O’Gara”), whose last known address is 6104 Old
Fredericksburg Road, Unit 91269, Austin, TX 78749, and Wanu Water, Inc., (“Wanu”), 98 San
Jacinto Blvd., Suite 400, Austin, TX 78701.

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SUMMARY
1. This case involves an offering fraud scheme conducted by O’Gara through Wanu,
a nutrient-infused water brand he controlled. From at least January 2019 to August 2024 (the
“Relevant Time”), O’Gara and Wanu raised at least $10.3 million from more than 50 investors
through the fraudulent offer and sale of securities issued by Wanu.
2. During the Relevant Time, Defendants made material misrepresentations to
investors by: (1) overstating the size of Wanu’s deals with a prominent wholesale retailer
(“Retailer”); (2) falsely claiming that at least two private equity firms had promised large
investments; (3) misrepresenting O’Gara’s personal wealth and credentials; and (4)
misrepresenting how Wanu would use investors’ money. In connection with these
misrepresentations, Defendants knowingly deceived investors by using fabricated term sheets,
emails, bank records and other documents. As a result of Defendants’ conduct, investors lost
millions of dollars.
3. By engaging in the conduct described in this Complaint, Defendants violated,
directly or indirectly, and unless enjoined will continue to violate, Section 17(a) of the Securities
Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Securities Exchange
Act of 1934 (“Exchange Act” [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5]
thereunder.
JURISDICTION AND VENUE
4. The Commission brings this action, and this Court has subject matter jurisdiction
over this action, pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; and Sections 21(d), 21(e), and 27 of
the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].

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5. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)], and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because a substantial
part of the acts or omissions that give rise to claims alleged in this Complaint occurred in this
District
—namely, that interstate wires traveled to/from a bank located in New Jersey. In addition,
Defendant made misrepresentations in connection with the sale of securities to an investor who
resided in Cresskill, Bergen County, New Jersey.
6. In connection with the conduct alleged in this Complaint, Defendants, directly
or indirectly, singly or in concert with others, in connection with the acts, transactions, practices,
and courses of business, have made use of the means and instrumentalities of interstate
commerce, the means or instruments of transportation or communication in interstate commerce,
and/or the mails
—namely, through Defendants’ use of the Internet when engaging in the acts and
transactions described herein, as well as bank wires and the facilities of a national securities
exchange.
DEFENDANTS
7. Todd O’Gara, age 45, is the founder and CEO of Wanu. O’Gara owns 40% of
the company.
8. Wanu Water, Inc., is a Delaware corporation with its principal place of business
in Austin, Texas. Wanu promoted itself as a nutrient-infused water company that bottled and sold
its product to prominent retailers. For all conduct described herein, Wanu acted by and through
O’Gara.

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FACTS
A. Background
9. O’Gara formed Wanu in 2012. O’Gara was the sole founder and CEO of Wanu.
He exerted control over the operations of Wanu and had ultimate authority over its statements.
Further, O’Gara acted on behalf of the company. By 2017, Wanu’s product, Wanu Water, a
bottled beverage purported to be nutrient-infused water, was sold both in stores and online.
10. At its height in 2018, Wanu had about two dozen employees.
11. By 2019, Wanu was losing money and projecting losses.
12. By 2022, Wanu had just six employees.
13. Between 2022 and 2024, Wanu generated less than $150,000 in revenue. This
required Wanu to rely on $5.1 million collected from investors to maintain Wanu as a going
concern.
14. By January 2024, Wanu was no longer generating any income from operations.
B. Defendants Offered and Sold Securities to Investors
15. From January through August 2024, O’Gara and Wanu raised approximately
$10.3 million from about 50 investors in 15 states.
16. While some investors signed subscription agreements and received preferred
stock at the time of their investments (“Preferred Stock”), others signed “Preferred Shareholders
Demand Notes” (“Demand Notes”). The Demand Notes came in different forms, but all provided
for an equity conversion at a specified time. In some cases, the conversion was tied to a date
certain, while others were tied to the happening of a specific event (e.g., “Upon the closing of a
deal with a major stockholder in wanu water inc.”). Defendants treated all investments as capital

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contributions resulting in stock issuance (either initially or as convertible equity) whether
investors received Preferred Stock or Demand Notes.
 C. Defendants Deceived Investors in Soliciting Investments

17. During the Relevant Time, Defendants knowingly deceived investors in a number
of areas.  Defendants: (1) overstated Wanu’s anticipated revenue from Retailer; (2) falsely
claimed that Wanu was in negotiations with two private equity firms that had promised large
investments; (3) misrepresented O’Gara’s personal wealth and credentials; and (4) misstated how
Wanu would use investors’ money.
                        i.            Defendants            Overstated Wanu’s Revenue from Retailer
18. In 2017 and 2018, Wanu grossed approximately $300,000 from sales to Retailer.
19. Wanu did not generate any revenue from sales of its product to Retailer in 2019.
20. In early 2020, Wanu’s Vice President of Sales exchanged emails with a buyer for
Retailer about potentially putting Wanu’s product back in Retailer stores in Texas and the
Midwest. Via email, the buyer for Retailer noted that he planned to discuss the matter with
Retailer management at a meeting scheduled for January 28, 2020.
21. On January 28, 2020, the buyer for Retailer emailed Wanu’s Vice President of
Sales that the meeting had been cancelled and “We will present next week (Tuesday)” (“the
January 28, 2020, Email”).
22. On March 11, 2020, Retailer placed two purchase orders for Wanu Water totaling
approximately $73,000. Retailer received the product associated with these orders in early May
2020.
23. Later in May 2020, Retailer also received two additional shipments from Wanu
totaling approximately $37,000.

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24. These shipments together amounted to $110,000 of product shipped to Retailer in
2020. Wanu did not receive any additional purchase orders from Retailer or ship any additional
product to Retailer for the balance of 2020 through 2024.
a. Defendants materially misstated Wanu’s business with Retailer to
Investor A

25. Notwithstanding the limited actual business Defendants did with Retailer, they
overstated business with Retailer to at least two investors.
26. On January 23, 2020, O’Gara emailed Investor A that he felt Investor A “would
be a welcome addition to the preferred class.” In the email under “Key points,” O’Gara wrote
“[Retailer] expansion from 29 stores to north of 120 in the first week of January.”
27. As of January 23, 2020, Wanu had not generated any revenue from sales of its
product to Retailer since 2018.
28. Investor A invested $250,000, an additional $250,000, and then $200,000 on
March 18, 2020, March 31, 2020, and June 30, 2020, respectively.
b. Defendants materially misstated Wanu’s business with Retailer to
Investor B

29. On January 29, 2020, O’Gara emailed an altered version of the January 28, 2020,
Email to Investor B. In this altered version, the Retailer buyer appeared to have written that
though the meeting was cancelled, “The PO will be for 20 truck loads of product ,[sic] 3 sku’s as
we discussed. We will send next week (Tuesday)” (altered/added language in italics)
30. The email was further altered to add, “20 truck loads of product is :[sic] 26 pallets
per truck  [sic] x 20 truckloads +~ $734,448 purchase order from Texas division buyer.”
31. Investor B invested $50,000 on June 24, 2020.

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32. O’Gara repeated this material misstatement to other investors. For example, in
February 2020, he emailed yet another investor that Wanu’s purchase orders will exceed $1
million due to a $700,000 purchase order from Retailer.
33. O’Gara and Wanu continued to misrepresent Wanu’s relationship with Retailer
even after Wanu was no longer doing any business with Retailer.
34. In an April 2021 Founder’s Letter from the “Wanu Team,” Retailer was listed as a
current retailer.
35. As of April 2024, Wanu continued to tout an apparent relationship with Retailer
in marketing materials by including a picture of Wanu outside a Retailer store.
  ii. O’Gara Falsely Claimed Private Equity Firms Were Investing in Wanu
36. On August 30, 2019, O’Gara met with two partners from a private equity firm
(“Private Equity Firm A”). On September 6, 2019, Wanu and Private Equity Firm A entered into
a nondisclosure agreement (NDA) to allow for the exchange of information.
37. Beginning on September 12, 2019, and continuing for approximately two weeks,
O’Gara and Wanu’s Chief Operating Officer exchanged emails with a representative of Private
Equity Firm A.
38. On October 16, 2019, Private Equity Firm A sent O’Gara and Wanu’s COO an
email that Private Equity Firm A decided not to invest in Wanu as it was just too early stage and
too small, but indicated a potential future interest if Wanu’s growth was sufficient to merit
consideration from Private Equity Firm A.
39. Between October 2019 and October 2021, O’Gara sporadically contacted Private
Equity Firm A to update Private Equity Firm A on Wanu’s business, and once to send a sample
of its product, but Wanu and Private Equity Firm A never exchanged draft term sheets.

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40. On October 15, 2021, Private Equity Firm A again told O’Gara that Private
Equity Firm A had decided not to invest, reiterating the message sent two years earlier.
a. Defendants provided fabricated term sheets and falsely claimed
that negotiations were ongoing with Private Equity Firm A

41. Despite knowing that Private Equity Firm A had chosen not to invest in Wanu as
of October 2019, O’Gara used Private Equity Firm A’s potential investment as a selling point to
investors.
42. In late January 2020, O’Gara emailed Investor A writing, “We feel you would be
a welcome addition to the preferred class . . . . Key points: . . . the term sheet from [Private
Equity Firm A] due to a Brazilian family office offering $6.5 million to close the round out., we
were able to leverage [Private Equity Firm A] to raise the valuation to $40 million. I am able to
still sell some equity at the $30 million valuation prior to signing the [Private Equity Firm A] PE
term sheet, but would cap it at no more than $600k.”
43. On February 16, 2020, O’Gara sent a fabricated term sheet to Investor C and told
Investor C that a deal with Private Equity Firm A was imminent, and that O’Gara had a term
sheet but needed the investor’s deposit as an infusion for cash reserves to make the deal
acceptable to Private Equity Firm A.  This term sheet showed Private Equity Firm A was to
make a $4 million investment in exchange for 14.91% ownership interest. This was false.
44. On February 27, 2020, Investor C invested $250,000.
45. On March 18, 2020, March 31, 2020, and June 26, 2020, Investor A invested
$250,000, $250,000, and $200,000, respectively.
46. Contrary to what O’Gara told these investors, there was no deal with Private
Equity Firm A in January 2020, and Defendants were not able to leverage Private Equity Firm A
to raise the valuation of Wanu.

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47. In mid-September 2020, O’Gara told Investor D that a deal with Private Equity
Firm A and a global beverage company was imminent, and that O’Gara had a term sheet but
needed the investor’s deposit as an infusion for cash reserves to make the deal acceptable to
Private Equity Firm A.
48. On September 24, 2020, O’Gara texted Investor D screenshots of a fabricated
term sheet with Private Equity Firm A.
49. Investor D and several of his family members provided a combined $750,000
investment about a week later.
50. In May 2021, O’Gara emailed Investor E a fabricated term sheet dated May 10,
2021, that showed a $10 million investment by Private Equity Firm A and a global beverage
company at $4 per share, assuming a valuation $105 million.
51. Investor E invested $75,000 less than three weeks later.
52. This fabricated May 2021 term sheet included a falsified signature of Private
Equity Firm A’s Chief Operating Officer.
b. Defendants falsely claimed that Private Equity Firm B had valued
Wanu at $300 million as part of a deal to acquire Wanu

53. On July 8, 2022, Wanu provided promotional materials to a private equity firm
(“Private Equity Firm B”). A few days after receiving Wanu’s promotional materials, an adviser
to Private Equity Firm B told O’Gara that Private Equity Firm B was not interested in investing
in Wanu.
54. In summer 2022, O’Gara told Investor F that Wanu was being sold to an
investment group and Private Equity Firm B was underwriting the investment. Further, O’Gara
told Investor F that Private Equity Firm B gave Wanu a $300 million valuation.  O’Gara knew
both statements were false.

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55. On July 25, 2022, Investor F provided Wanu $350,000 representing his first of
five investments in Wanu. Between July 25, 2022, and January 9, 2023, Investor F, both via his
personal and corporate accounts, invested more than $1.5 million in Wanu.
56. O’Gara knew the information he told investor F was false.  Private Equity Firm B
was not underwriting any purchase of Wanu, and Private Equity Firm B never provided any
valuation of Wanu, let alone a $300 million valuation.
iii. Defendants Misrepresented O’Gara’s Credentials and Personal Wealth

a. Defendants misrepresented that O’Gara was a dentist
57. In soliciting investments, Wanu claimed that O’Gara was a dentist or a doctor. In
an early “Investor Deck” from 2017, O’Gara wrote, “In college, I had the opportunity to study
abroad and travel to numerous countries around the world. These culturally diverse and
integrated educational experiences had a lasting effect on my life, leading me to follow in my
father’s footsteps as a dentist and accept a position in the program of dental medicine at the
University of Sydney, Australia.”
58. In an “Investors Deck” from July 2020, Wanu stated, “While studying Dentistry
at University of Sydney in Australia, O’Gara developed an interest in bringing wellness to
communities through clean water and proper education on nutrition. During his residency in
South America at CS. Sarcobomba O’Gara saw first-hand the detrimental effects that the lack of
access to clean drinking water had on the health of populations. Through these learnings, he
initiated an innovative solution: wanu water.”
59. O’Gara’s purported degree and background as a dentist or doctor was material to
investors’ decision to invest in Wanu.
60. These claims were false. O’Gara is neither a dentist nor a doctor.

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b. O’Gara misrepresented his personal wealth
61. During the Relevant Time, O’Gara told investors that his family managed $6
billion in assets and that he was set to inherit $1 billion.
62. During the Relevant Time, O’Gara showed numerous investors a fabricated
screenshot of an account statement showing over $700 million and represented it was his
account.
63. O’Gara provided an investor with a false email, dated July 23, 2021, purportedly
from Bank of America notifying O’Gara of a $125 million deposit into his personal account.
64. O’Gara provided another investor a fabricated wire receipt purportedly displaying
a deposit of $750,891,000 into O’Gara’s personal account at Bank of America on September 30,
2022.
65. O’Gara provided another investor a false Bank of America email, dated July 26,
2023, purportedly indicating an $11 million deposit.
66. O’Gara used his apparent wealth to support personal guarantees of the Demand
Notes that Wanu offered.
67. O’Gara’s personal wealth coupled with personal guarantees were material to
investors’ decision to invest in Wanu.
68. All of these bank records and emails described herein were falsified. In July 2021,
O’Gara did not receive a wire in his personal account of $125 million. O’Gara’s total balance in
this personal account ranged from approximately $8,214 to $102,953.
69. In September 2022, O’Gara’s personal account did not receive a wire of $750
million.  In fact, the two largest deposits he received that month were $75,000 each.  And his
account balance in September 2022 never exceeded approximately $109,477.

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70. O’Gara did not receive an $11 million deposit in July 2023.  On July 6, 2023, one
of O’Gara’s relatives provided him with $58,000, which represented the largest deposit of the
month.
iv. Defendants Lied to Investors About How Wanu Would Use the Money
From Their Investments

71. During the Relevant Time, Defendants repeatedly lied to investors about how
their money would be used. At times, O’Gara told investors that he needed their money to
complete a production run, or as an infusion for cash reserves to close the deal first with Private
Equity Firm A, or later with Private Equity Firm B. In reality, O’Gara did not use investors’
money for a production run or to close deals with private equity firms. O’Gara used investor
money to pay back earlier investors and relied on investor money simply to meet payroll and
other basic operating expenses. He also moved money back and forth between his personal
accounts and Wanu’s business account, and used some of the money from both accounts to pay
personal expenses.
DEFENDANTS VIOLATED THE ANTIFRAUD PROVISIONS
OF THE FEDERAL SECURITIES LAWS

72. In perpetrating the fraud, Defendants used the means or instrumentalities of
interstate commerce or of the mails, or the facility of a national securities exchange, including by
communicating false statements via emails and text messages.
73. The Preferred Stock and Demand Notes offered by Wanu were securities.
74. Defendants made materially false statements to induce investors to invest in
Wanu, and perpetuated materially false statements after they had investors’ money, including
false statements related to Wanu’s business with a prominent retailer, Wanu’s negotiations with

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private equity firms, O’Gara’s wealth and credentials, and Defendants’ use of investment
proceeds. Several investors reinvested additional times after their initial investments.
75. Defendants’ misstatements (or misstatements misleading by omission) were
material as there is a substantial likelihood that a reasonable investor would consider the
information important in making an investment decision. A reasonable investor would have
wanted to know about Wanu’s sales and valuation, O’Gara’s wealth and credentials, and the use
of investor money.
76. Defendants were the makers of these misrepresentations. O’Gara exerted control
over the operations of Wanu and had ultimate authority over its statements. Further, O’Gara
acted on behalf of the company.
77. In addition to these and other misstatements, Defendants engaged in other
deceptive conduct and acted with a high degree of scienter. O’Gara shared an email from a
Retailer employee that had been altered to add language that Retailer would be sending a
purchase order for 20 truckloads of product. He provided this altered email to investors and
claimed it would result in approximately $734,448 in additional revenue. O’Gara shared a
fabricated term sheet that included a forged signature of an executive from Private Equity Firm
A and provided the term sheet to investors to legitimize his fraudulent claims. O’Gara showed
investors fabricated bank statements and emails purporting to be from a bank in an effort to
convince investors of his vast personal wealth that would guarantee investments against loss.
78. These deceptive acts were designed to conceal Wanu’s financial condition, as
well as Wanu’s and O’Gara’s misconduct from investors.
79. The fraudulent conduct occurred in connection with the purchase and sale of, and
in the offer and sale of, Wanu’s securities.

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80. Defendants obtained money and property by means of these misstatements.
81. Defendants knew or were reckless in not knowing that they made material false
statements to investors, including false statements related to Wanu’s business with a prominent
retailer, Wanu’s negotiations with private equity firms, O’Gara’s wealth and credentials, and
Defendants’ use of investment proceeds.  Defendants further knew, or were reckless in not
knowing, that they were engaged in a scheme to defraud investors and further engaged in
practices that operated as a fraud or deceit upon those investors by selling Wanu shares based on
fraudulent disclosures.
FIRST CLAIM FOR RELIEF
Fraud in Violation of Section 17(a) of the Securities Act
(Against Both Defendants)

82. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 81, inclusive, as if they were fully set forth herein.
83. By engaging in the conduct described above, Defendants, directly or indirectly,
singly or in concert, in the offer or sale of securities and by the use of the means or instruments
of transportation or communication in interstate commerce or the mails,
(a)  knowingly or recklessly employed one or more devices, schemes or
artifices to defraud;
(b)  knowingly, recklessly or negligently obtained money or property by
means of one or more untrue statements of material fact or omitted to state
one or more material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading; and/or

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(c)  knowingly, recklessly or negligently engaged in one or more transactions,
practices or courses of business which operate or would operate as a fraud
or deceit upon a purchaser.
84. By reason of the foregoing, Defendants violated, and, unless enjoined, are
reasonably likely to continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in Violation of Section 10(b) and Rules 10b-5 of the Exchange Act
(Against Both Defendants)

85. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 81, inclusive, as if they were fully set forth herein.
86. Defendants directly or indirectly, singly or in concert, by the use of the means
or instrumentalities of interstate commerce, or of the mails, or the facilities of a national
securities exchange, in connection with the purchase or sale of securities, knowingly or
recklessly,
(a) employed one or more devices, schemes, or artifices to defraud;
(b) made one or more untrue statements of a material fact or omitted to state
one or more material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading; and/or
(c)   engaged in one or more acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons,
including purchasers and sellers of securities.
87. By reason of the foregoing, Defendants violated, and, unless enjoined, are

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reasonably likely to continue to violate, 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.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendants, their officers, agents, servants,
employees, attorneys, and all persons in active concert or participation with any of them
from violating, directly or indirectly, the federal securities laws alleged in this Complaint;
II.
 Permanently restraining and enjoining O’Gara from directly or indirectly, including, but
not limited to, through any entity owned or controlled by him, participating in any issuance,
offer, or sale of any security, provided, however, that such injunction shall not prevent him from
purchasing or selling securities for his own personal account;
III.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly,
with prejudgment interest thereon, as a result of the alleged violations, pursuant to Section 21(d)
(5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)];
IV.
Ordering Defendants to pay civil money 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)];

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V.
 Pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section
20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently prohibiting O’Gara from serving as
an officer or director of any company that has a class of securities registered under Section 12 of
the Exchange Act [15 U.S.C. §78l] or that is required to file reports under Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)];
VI.
 Granting any other and further relief this Court may deem just and proper;
VII.
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action and Defendants in order to implement and carry out the terms of all orders and decrees
that it may enter, or to entertain any suitable application or motion by the Commission for
additional relief within the jurisdiction of this Court; and
VIII.
The Commission hereby demands a trial by jury on any and all issues in this action so
triable.

Dated:  September 15, 2025                          Respectfully            submitted,

s/Judson T. Mihok
Judson T. Mihok
Gregory R. Bockin
Sarah Damiani
Julia C. Green
Attorneys for Plaintiff

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SECURITIES AND EXCHANGE COMMISSION
                                                            Philadelphia            Regional            Office
                                                            1617            JFK            Boulevard,            Suite            520
                                                            Philadelphia,            PA            19103
                                                            Phone:            215-597-6500
                                                            Fax:            215-597-2740
                                                            Email:            [email protected]

LOCAL RULE 11.2 CERTIFICATION

 Pursuant to Local Rule 11.2, I certify that the matter in controversy alleged against the
Defendant in the foregoing Complaint is not the subject of any other civil action pending in any
court, or of any pending arbitration or administrative proceeding.

Dated:  September 15, 2025                          Respectfully            submitted,

s/Judson T. Mihok
Judson T. Mihok
Gregory R. Bockin
Sarah Damiani
Julia C. Green
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
                                                            Philadelphia            Regional            Office
                                                            1617            JFK            Boulevard,            Suite            520
                                                            Philadelphia,            PA            19103
                                                            Phone:            215-597-6500
                                                            Fax:            215-597-2740
                                                            Email:            [email protected]

Counsel of Record:
Judson T. Mihok
Gregory R. Bockin
Sarah Damiani
Julia C. Green
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
Phone: 215-597-6500
Fax: 215-597-2740
Email: [email protected]

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE COMMISSION,

                                             Plaintiff,

                        v.

TODD O’GARA,

and

WANU WATER, INC.,

                                             Defendants.

CIVIL ACTION NO.

DESIGNATION OF AGENT FOR
SERVICE

Pursuant to Local Rule 101.1(f), because the Securities and Exchange Commission (the
“Commission”) does not have an office in this district, the United States Attorney for the District
of New Jersey is hereby designated as eligible as an alternative to the Commission to receive
service of all notices or papers in the captioned action. Therefore, service upon the United States
or its authorized designee, David Dauenheimer, Deputy Chief, Health Care Fraud and Opioids
Enforcement Unit, United States Attorney’s Office for the District of New Jersey, 970 Broad

2

Street, 7th Floor, Newark, NJ 07102 shall constitute service upon the Commission for purposes
of this action.

Dated:  September 15, 2025                          Respectfully            submitted,

s/Judson T. Mihok
Judson T. Mihok
Gregory R. Bockin
Sarah Damiani
Julia C. Green
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
                                                            Philadelphia            Regional            Office
                                                            1617            JFK            Boulevard,            Suite            520
                                                            Philadelphia,            PA            19103
                                                            Phone:            215-597-6500
                                                            Fax:            215-597-2740
                                                            Email:            [email protected]

Counsel of Record: 
Judson T. Mihok 
Gregory R. Bockin  
Sarah Damiani 
Julia C. Green 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
Phone: 215-597-6500 
Fax: 215-597-2740 
Email: [email protected] 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 

                                             Plaintiff, 
 
                        v. 
 

TODD O’GARA, 
                     
and 
 
WANU WATER, INC.,  
              

                                             Defendants. 
  

 
 
CIVIL ACTION NO. 

 

COMPLAINT 
  

           
JURY TRIAL  
DEMANDED      
 

 
Plaintiff Securities and Exchange Commission (the “Commission” or the “SEC”), One 

Penn Center, 1617 JFK Boulevard, Suite 520, Philadelphia, Pennsylvania 19103, alleges as 

follows against Defendants Todd O’Gara (“O’Gara”), whose last known address is 6104 Old 

Fredericksburg Road, Unit 91269, Austin, TX 78749, and Wanu Water, Inc., (“Wanu”), 98 San 

Jacinto Blvd., Suite 400, Austin, TX 78701. 

 

 

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SUMMARY 

1. This case involves an offering fraud scheme conducted by O’Gara through Wanu, 

a nutrient-infused water brand he controlled. From at least January 2019 to August 2024 (the 

“Relevant Time”), O’Gara and Wanu raised at least $10.3 million from more than 50 investors 

through the fraudulent offer and sale of securities issued by Wanu.   

2. During the Relevant Time, Defendants made material misrepresentations to 

investors by: (1) overstating the size of Wanu’s deals with a prominent wholesale retailer 

(“Retailer”); (2) falsely claiming that at least two private equity firms had promised large 

investments; (3) misrepresenting O’Gara’s personal wealth and credentials; and (4) 

misrepresenting how Wanu would use investors’ money. In connection with these 

misrepresentations, Defendants knowingly deceived investors by using fabricated term sheets, 

emails, bank records and other documents. As a result of Defendants’ conduct, investors lost 

millions of dollars. 

3. By engaging in the conduct described in this Complaint, Defendants violated, 

directly or indirectly, and unless enjoined will continue to violate, Section 17(a) of the Securities 

Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Securities Exchange 

Act of 1934 (“Exchange Act” [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] 

thereunder. 

JURISDICTION AND VENUE 

4. The Commission brings this action, and this Court has subject matter jurisdiction 

over this action, pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act of 1933 

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

the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].   

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

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

part of the acts or omissions that give rise to claims alleged in this Complaint occurred in this 

District—namely, that interstate wires traveled to/from a bank located in New Jersey. In addition, 

Defendant made misrepresentations in connection with the sale of securities to an investor who 

resided in Cresskill, Bergen County, New Jersey. 

6. In connection with the conduct alleged in this Complaint, Defendants, directly  

or indirectly, singly or in concert with others, in connection with the acts, transactions, practices, 

and courses of business, have made use of the means and instrumentalities of interstate 

commerce, the means or instruments of transportation or communication in interstate commerce, 

and/or the mails—namely, through Defendants’ use of the Internet when engaging in the acts and 

transactions described herein, as well as bank wires and the facilities of a national securities 

exchange. 

DEFENDANTS 

7. Todd O’Gara, age 45, is the founder and CEO of Wanu. O’Gara owns 40% of 

the company.   

8. Wanu Water, Inc., is a Delaware corporation with its principal place of business 

in Austin, Texas. Wanu promoted itself as a nutrient-infused water company that bottled and sold 

its product to prominent retailers. For all conduct described herein, Wanu acted by and through 

O’Gara. 

 

 

 

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FACTS 

A. Background 

9. O’Gara formed Wanu in 2012. O’Gara was the sole founder and CEO of Wanu. 

He exerted control over the operations of Wanu and had ultimate authority over its statements. 

Further, O’Gara acted on behalf of the company. By 2017, Wanu’s product, Wanu Water, a 

bottled beverage purported to be nutrient-infused water, was sold both in stores and online.  

10. At its height in 2018, Wanu had about two dozen employees. 

11. By 2019, Wanu was losing money and projecting losses.  

12. By 2022, Wanu had just six employees.  

13. Between 2022 and 2024, Wanu generated less than $150,000 in revenue. This 

required Wanu to rely on $5.1 million collected from investors to maintain Wanu as a going 

concern. 

14. By January 2024, Wanu was no longer generating any income from operations. 

B. Defendants Offered and Sold Securities to Investors 

15. From January through August 2024, O’Gara and Wanu raised approximately 

$10.3 million from about 50 investors in 15 states. 

16. While some investors signed subscription agreements and received preferred 

stock at the time of their investments (“Preferred Stock”), others signed “Preferred Shareholders 

Demand Notes” (“Demand Notes”). The Demand Notes came in different forms, but all provided 

for an equity conversion at a specified time. In some cases, the conversion was tied to a date 

certain, while others were tied to the happening of a specific event (e.g., “Upon the closing of a 

deal with a major stockholder in wanu water inc.”). Defendants treated all investments as capital 

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contributions resulting in stock issuance (either initially or as convertible equity) whether 

investors received Preferred Stock or Demand Notes. 

 C. Defendants Deceived Investors in Soliciting Investments 
 

17. During the Relevant Time, Defendants knowingly deceived investors in a number 

of areas.  Defendants: (1) overstated Wanu’s anticipated revenue from Retailer; (2) falsely 

claimed that Wanu was in negotiations with two private equity firms that had promised large 

investments; (3) misrepresented O’Gara’s personal wealth and credentials; and (4) misstated how 

Wanu would use investors’ money. 

  i. Defendants Overstated Wanu’s Revenue from Retailer 

18. In 2017 and 2018, Wanu grossed approximately $300,000 from sales to Retailer. 

19. Wanu did not generate any revenue from sales of its product to Retailer in 2019.  

20. In early 2020, Wanu’s Vice President of Sales exchanged emails with a buyer for 

Retailer about potentially putting Wanu’s product back in Retailer stores in Texas and the 

Midwest. Via email, the buyer for Retailer noted that he planned to discuss the matter with 

Retailer management at a meeting scheduled for January 28, 2020.  

21. On January 28, 2020, the buyer for Retailer emailed Wanu’s Vice President of 

Sales that the meeting had been cancelled and “We will present next week (Tuesday)” (“the 

January 28, 2020, Email”).  

22. On March 11, 2020, Retailer placed two purchase orders for Wanu Water totaling 

approximately $73,000. Retailer received the product associated with these orders in early May 

2020.  

23. Later in May 2020, Retailer also received two additional shipments from Wanu 

totaling approximately $37,000.  

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24. These shipments together amounted to $110,000 of product shipped to Retailer in 

2020. Wanu did not receive any additional purchase orders from Retailer or ship any additional 

product to Retailer for the balance of 2020 through 2024.  

a. Defendants materially misstated Wanu’s business with Retailer to 
Investor A  
 

25. Notwithstanding the limited actual business Defendants did with Retailer, they 

overstated business with Retailer to at least two investors. 

26. On January 23, 2020, O’Gara emailed Investor A that he felt Investor A “would 

be a welcome addition to the preferred class.” In the email under “Key points,” O’Gara wrote 

“[Retailer] expansion from 29 stores to north of 120 in the first week of January.”  

27. As of January 23, 2020, Wanu had not generated any revenue from sales of its 

product to Retailer since 2018.  

28. Investor A invested $250,000, an additional $250,000, and then $200,000 on 

March 18, 2020, March 31, 2020, and June 30, 2020, respectively. 

b. Defendants materially misstated Wanu’s business with Retailer to 
Investor B 

 
29. On January 29, 2020, O’Gara emailed an altered version of the January 28, 2020, 

Email to Investor B. In this altered version, the Retailer buyer appeared to have written that 

though the meeting was cancelled, “The PO will be for 20 truck loads of product ,[sic] 3 sku’s as 

we discussed. We will send next week (Tuesday)” (altered/added language in italics)  

30. The email was further altered to add, “20 truck loads of product is :[sic] 26 pallets 

per truck  [sic] x 20 truckloads +~ $734,448 purchase order from Texas division buyer.”  

31. Investor B invested $50,000 on June 24, 2020.   

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32. O’Gara repeated this material misstatement to other investors. For example, in 

February 2020, he emailed yet another investor that Wanu’s purchase orders will exceed $1 

million due to a $700,000 purchase order from Retailer.  

33. O’Gara and Wanu continued to misrepresent Wanu’s relationship with Retailer 

even after Wanu was no longer doing any business with Retailer.  

34. In an April 2021 Founder’s Letter from the “Wanu Team,” Retailer was listed as a 

current retailer.  

35. As of April 2024, Wanu continued to tout an apparent relationship with Retailer 

in marketing materials by including a picture of Wanu outside a Retailer store.  

  ii. O’Gara Falsely Claimed Private Equity Firms Were Investing in Wanu 

36. On August 30, 2019, O’Gara met with two partners from a private equity firm 

(“Private Equity Firm A”). On September 6, 2019, Wanu and Private Equity Firm A entered into 

a nondisclosure agreement (NDA) to allow for the exchange of information.  

37. Beginning on September 12, 2019, and continuing for approximately two weeks, 

O’Gara and Wanu’s Chief Operating Officer exchanged emails with a representative of Private 

Equity Firm A.  

38. On October 16, 2019, Private Equity Firm A sent O’Gara and Wanu’s COO an 

email that Private Equity Firm A decided not to invest in Wanu as it was just too early stage and 

too small, but indicated a potential future interest if Wanu’s growth was sufficient to merit 

consideration from Private Equity Firm A.  

39. Between October 2019 and October 2021, O’Gara sporadically contacted Private 

Equity Firm A to update Private Equity Firm A on Wanu’s business, and once to send a sample 

of its product, but Wanu and Private Equity Firm A never exchanged draft term sheets.  

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40. On October 15, 2021, Private Equity Firm A again told O’Gara that Private 

Equity Firm A had decided not to invest, reiterating the message sent two years earlier.  

a. Defendants provided fabricated term sheets and falsely claimed 
that negotiations were ongoing with Private Equity Firm A  

 
41. Despite knowing that Private Equity Firm A had chosen not to invest in Wanu as 

of October 2019, O’Gara used Private Equity Firm A’s potential investment as a selling point to 

investors.  

42. In late January 2020, O’Gara emailed Investor A writing, “We feel you would be 

a welcome addition to the preferred class . . . . Key points: . . . the term sheet from [Private 

Equity Firm A] due to a Brazilian family office offering $6.5 million to close the round out., we 

were able to leverage [Private Equity Firm A] to raise the valuation to $40 million. I am able to 

still sell some equity at the $30 million valuation prior to signing the [Private Equity Firm A] PE 

term sheet, but would cap it at no more than $600k.”  

43. On February 16, 2020, O’Gara sent a fabricated term sheet to Investor C and told 

Investor C that a deal with Private Equity Firm A was imminent, and that O’Gara had a term 

sheet but needed the investor’s deposit as an infusion for cash reserves to make the deal 

acceptable to Private Equity Firm A.  This term sheet showed Private Equity Firm A was to 

make a $4 million investment in exchange for 14.91% ownership interest. This was false. 

44. On February 27, 2020, Investor C invested $250,000. 

45. On March 18, 2020, March 31, 2020, and June 26, 2020, Investor A invested 

$250,000, $250,000, and $200,000, respectively. 

46. Contrary to what O’Gara told these investors, there was no deal with Private 

Equity Firm A in January 2020, and Defendants were not able to leverage Private Equity Firm A 

to raise the valuation of Wanu.  

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47. In mid-September 2020, O’Gara told Investor D that a deal with Private Equity 

Firm A and a global beverage company was imminent, and that O’Gara had a term sheet but 

needed the investor’s deposit as an infusion for cash reserves to make the deal acceptable to 

Private Equity Firm A.  

48. On September 24, 2020, O’Gara texted Investor D screenshots of a fabricated 

term sheet with Private Equity Firm A.  

49. Investor D and several of his family members provided a combined $750,000 

investment about a week later.  

50. In May 2021, O’Gara emailed Investor E a fabricated term sheet dated May 10, 

2021, that showed a $10 million investment by Private Equity Firm A and a global beverage 

company at $4 per share, assuming a valuation $105 million.  

51. Investor E invested $75,000 less than three weeks later. 

52. This fabricated May 2021 term sheet included a falsified signature of Private 

Equity Firm A’s Chief Operating Officer.  

b. Defendants falsely claimed that Private Equity Firm B had valued 
Wanu at $300 million as part of a deal to acquire Wanu 

 
53. On July 8, 2022, Wanu provided promotional materials to a private equity firm  

(“Private Equity Firm B”). A few days after receiving Wanu’s promotional materials, an adviser 

to Private Equity Firm B told O’Gara that Private Equity Firm B was not interested in investing 

in Wanu.  

54. In summer 2022, O’Gara told Investor F that Wanu was being sold to an 

investment group and Private Equity Firm B was underwriting the investment. Further, O’Gara 

told Investor F that Private Equity Firm B gave Wanu a $300 million valuation.  O’Gara knew 

both statements were false.  

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55. On July 25, 2022, Investor F provided Wanu $350,000 representing his first of 

five investments in Wanu. Between July 25, 2022, and January 9, 2023, Investor F, both via his 

personal and corporate accounts, invested more than $1.5 million in Wanu.  

56. O’Gara knew the information he told investor F was false.  Private Equity Firm B 

was not underwriting any purchase of Wanu, and Private Equity Firm B never provided any 

valuation of Wanu, let alone a $300 million valuation. 

iii. Defendants Misrepresented O’Gara’s Credentials and Personal Wealth 
 

a. Defendants misrepresented that O’Gara was a dentist 

57. In soliciting investments, Wanu claimed that O’Gara was a dentist or a doctor. In 

an early “Investor Deck” from 2017, O’Gara wrote, “In college, I had the opportunity to study 

abroad and travel to numerous countries around the world. These culturally diverse and 

integrated educational experiences had a lasting effect on my life, leading me to follow in my 

father’s footsteps as a dentist and accept a position in the program of dental medicine at the 

University of Sydney, Australia.” 

58. In an “Investors Deck” from July 2020, Wanu stated, “While studying Dentistry 

at University of Sydney in Australia, O’Gara developed an interest in bringing wellness to 

communities through clean water and proper education on nutrition. During his residency in 

South America at CS. Sarcobomba O’Gara saw first-hand the detrimental effects that the lack of 

access to clean drinking water had on the health of populations. Through these learnings, he 

initiated an innovative solution: wanu water.” 

59. O’Gara’s purported degree and background as a dentist or doctor was material to 

investors’ decision to invest in Wanu.  

60. These claims were false. O’Gara is neither a dentist nor a doctor. 

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b. O’Gara misrepresented his personal wealth 

61. During the Relevant Time, O’Gara told investors that his family managed $6 

billion in assets and that he was set to inherit $1 billion.  

62. During the Relevant Time, O’Gara showed numerous investors a fabricated 

screenshot of an account statement showing over $700 million and represented it was his 

account.  

63. O’Gara provided an investor with a false email, dated July 23, 2021, purportedly 

from Bank of America notifying O’Gara of a $125 million deposit into his personal account.  

64. O’Gara provided another investor a fabricated wire receipt purportedly displaying 

a deposit of $750,891,000 into O’Gara’s personal account at Bank of America on September 30, 

2022.     

65. O’Gara provided another investor a false Bank of America email, dated July 26, 

2023, purportedly indicating an $11 million deposit.    

66. O’Gara used his apparent wealth to support personal guarantees of the Demand 

Notes that Wanu offered.  

67. O’Gara’s personal wealth coupled with personal guarantees were material to 

investors’ decision to invest in Wanu. 

68. All of these bank records and emails described herein were falsified. In July 2021, 

O’Gara did not receive a wire in his personal account of $125 million. O’Gara’s total balance in 

this personal account ranged from approximately $8,214 to $102,953.   

69. In September 2022, O’Gara’s personal account did not receive a wire of $750 

million.  In fact, the two largest deposits he received that month were $75,000 each.  And his 

account balance in September 2022 never exceeded approximately $109,477. 

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70. O’Gara did not receive an $11 million deposit in July 2023.  On July 6, 2023, one 

of O’Gara’s relatives provided him with $58,000, which represented the largest deposit of the 

month.   

iv. Defendants Lied to Investors About How Wanu Would Use the Money 
From Their Investments 

 
71. During the Relevant Time, Defendants repeatedly lied to investors about how 

their money would be used. At times, O’Gara told investors that he needed their money to 

complete a production run, or as an infusion for cash reserves to close the deal first with Private 

Equity Firm A, or later with Private Equity Firm B. In reality, O’Gara did not use investors’ 

money for a production run or to close deals with private equity firms. O’Gara used investor 

money to pay back earlier investors and relied on investor money simply to meet payroll and 

other basic operating expenses. He also moved money back and forth between his personal 

accounts and Wanu’s business account, and used some of the money from both accounts to pay 

personal expenses.   

DEFENDANTS VIOLATED THE ANTIFRAUD PROVISIONS 
OF THE FEDERAL SECURITIES LAWS 

 
72. In perpetrating the fraud, Defendants used the means or instrumentalities of 

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

communicating false statements via emails and text messages. 

73. The Preferred Stock and Demand Notes offered by Wanu were securities. 

74. Defendants made materially false statements to induce investors to invest in 

Wanu, and perpetuated materially false statements after they had investors’ money, including 

false statements related to Wanu’s business with a prominent retailer, Wanu’s negotiations with 

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private equity firms, O’Gara’s wealth and credentials, and Defendants’ use of investment 

proceeds. Several investors reinvested additional times after their initial investments.     

75. Defendants’ misstatements (or misstatements misleading by omission) were 

material as there is a substantial likelihood that a reasonable investor would consider the 

information important in making an investment decision. A reasonable investor would have 

wanted to know about Wanu’s sales and valuation, O’Gara’s wealth and credentials, and the use 

of investor money.  

76. Defendants were the makers of these misrepresentations. O’Gara exerted control 

over the operations of Wanu and had ultimate authority over its statements. Further, O’Gara 

acted on behalf of the company. 

77. In addition to these and other misstatements, Defendants engaged in other 

deceptive conduct and acted with a high degree of scienter. O’Gara shared an email from a 

Retailer employee that had been altered to add language that Retailer would be sending a 

purchase order for 20 truckloads of product. He provided this altered email to investors and 

claimed it would result in approximately $734,448 in additional revenue. O’Gara shared a 

fabricated term sheet that included a forged signature of an executive from Private Equity Firm 

A and provided the term sheet to investors to legitimize his fraudulent claims. O’Gara showed 

investors fabricated bank statements and emails purporting to be from a bank in an effort to 

convince investors of his vast personal wealth that would guarantee investments against loss.  

78. These deceptive acts were designed to conceal Wanu’s financial condition, as 

well as Wanu’s and O’Gara’s misconduct from investors. 

79. The fraudulent conduct occurred in connection with the purchase and sale of, and 

in the offer and sale of, Wanu’s securities.  

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80. Defendants obtained money and property by means of these misstatements. 

81. Defendants knew or were reckless in not knowing that they made material false 

statements to investors, including false statements related to Wanu’s business with a prominent 

retailer, Wanu’s negotiations with private equity firms, O’Gara’s wealth and credentials, and 

Defendants’ use of investment proceeds.  Defendants further knew, or were reckless in not 

knowing, that they were engaged in a scheme to defraud investors and further engaged in 

practices that operated as a fraud or deceit upon those investors by selling Wanu shares based on 

fraudulent disclosures. 

FIRST CLAIM FOR RELIEF 
Fraud in Violation of Section 17(a) of the Securities Act 

(Against Both Defendants) 
 

82. The Commission realleges and incorporates by reference each and every  

allegation in paragraphs 1 through 81, inclusive, as if they were fully set forth herein. 

83. By engaging in the conduct described above, Defendants, directly or indirectly, 

singly or in concert, in the offer or sale of securities and by the use of the means or instruments 

of transportation or communication in interstate commerce or the mails,  

(a)  knowingly or recklessly employed one or more devices, schemes or 

artifices to defraud;  

(b)  knowingly, recklessly or negligently obtained money or property by 

means of one or more untrue statements of material fact or omitted to state 

one or more material facts necessary in order to make the statements 

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

misleading; and/or 

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(c)  knowingly, recklessly or negligently engaged in one or more transactions, 

practices or courses of business which operate or would operate as a fraud 

or deceit upon a purchaser. 

84. By reason of the foregoing, Defendants violated, and, unless enjoined, are 

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

SECOND CLAIM FOR RELIEF 
Fraud in Violation of Section 10(b) and Rules 10b-5 of the Exchange Act 

(Against Both Defendants) 
 

85. The Commission realleges and incorporates by reference each and every  

allegation in paragraphs 1 through 81, inclusive, as if they were fully set forth herein. 

86. Defendants directly or indirectly, singly or in concert, by the use of the means  

or instrumentalities of interstate commerce, or of the mails, or the facilities of a national 

securities exchange, in connection with the purchase or sale of securities, knowingly or 

recklessly,  

(a) employed one or more devices, schemes, or artifices to defraud;  

(b) made one or more untrue statements of a material fact or omitted to state  

one or more material facts necessary in order to make the statements 

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

misleading; and/or  

(c)   engaged in one or more acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons, 

including purchasers and sellers of securities.    

87. By reason of the foregoing, Defendants violated, and, unless enjoined, are 

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reasonably likely to continue to violate, 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. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment:  

I. 

Permanently restraining and enjoining Defendants, their officers, agents, servants, 

employees, attorneys, and all persons in active concert or participation with any of them 

from violating, directly or indirectly, the federal securities laws alleged in this Complaint; 

II. 

 Permanently restraining and enjoining O’Gara from directly or indirectly, including, but 

not limited to, through any entity owned or controlled by him, participating in any issuance, 

offer, or sale of any security, provided, however, that such injunction shall not prevent him from 

purchasing or selling securities for his own personal account; 

III. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, 

with prejudgment interest thereon, as a result of the alleged violations, pursuant to Section 21(d) 

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

IV. 

Ordering Defendants to pay civil money 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)]; 

 

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V. 

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

20(e) of the Securities Act [15 U.S.C. § 77t(e)], permanently prohibiting O’Gara from serving as 

an officer or director of any company that has a class of securities registered under Section 12 of 

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

Exchange Act [15 U.S.C. § 78o(d)]; 

VI. 

 Granting any other and further relief this Court may deem just and proper; 

VII. 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action and Defendants in order to implement and carry out the terms of all orders and decrees 

that it may enter, or to entertain any suitable application or motion by the Commission for 

additional relief within the jurisdiction of this Court; and  

VIII. 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 
Dated: September 15, 2025    Respectfully submitted, 

 
s/Judson T. Mihok  
Judson T. Mihok 
Gregory R. Bockin  
Sarah Damiani 
Julia C. Green 
Attorneys for Plaintiff  

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SECURITIES AND EXCHANGE COMMISSION 
     Philadelphia Regional Office 
     1617 JFK Boulevard, Suite 520 
     Philadelphia, PA 19103 
     Phone: 215-597-6500 
     Fax: 215-597-2740 
     Email: [email protected] 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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LOCAL RULE 11.2 CERTIFICATION 
 
 Pursuant to Local Rule 11.2, I certify that the matter in controversy alleged against the 

Defendant in the foregoing Complaint is not the subject of any other civil action pending in any 

court, or of any pending arbitration or administrative proceeding. 

 
Dated: September 15, 2025    Respectfully submitted, 

 
s/Judson T. Mihok  
Judson T. Mihok 
Gregory R. Bockin  
Sarah Damiani 
Julia C. Green 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 

     Philadelphia Regional Office 
     1617 JFK Boulevard, Suite 520 
     Philadelphia, PA 19103 
     Phone: 215-597-6500 
     Fax: 215-597-2740 
     Email: [email protected] 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Counsel of Record: 
Judson T. Mihok 
Gregory R. Bockin  
Sarah Damiani 
Julia C. Green 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
Phone: 215-597-6500 
Fax: 215-597-2740 
Email: [email protected] 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

 
 
SECURITIES AND EXCHANGE COMMISSION, 
 

                                             Plaintiff, 
 
                        v. 
 

TODD O’GARA, 
                     
and 
 
WANU WATER, INC.,  
              

                                             Defendants. 
  

 
 

CIVIL ACTION NO. 

 

DESIGNATION OF AGENT FOR 
SERVICE 

 

 
Pursuant to Local Rule 101.1(f), because the Securities and Exchange Commission (the 

“Commission”) does not have an office in this district, the United States Attorney for the District 

of New Jersey is hereby designated as eligible as an alternative to the Commission to receive 

service of all notices or papers in the captioned action. Therefore, service upon the United States 

or its authorized designee, David Dauenheimer, Deputy Chief, Health Care Fraud and Opioids 

Enforcement Unit, United States Attorney’s Office for the District of New Jersey, 970 Broad  

 

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2 
 

Street, 7th Floor, Newark, NJ 07102 shall constitute service upon the Commission for purposes 

of this action. 

 
Dated: September 15, 2025    Respectfully submitted, 

 
s/Judson T. Mihok  
Judson T. Mihok 
Gregory R. Bockin  
Sarah Damiani 
Julia C. Green 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 

     Philadelphia Regional Office 
     1617 JFK Boulevard, Suite 520 
     Philadelphia, PA 19103 
     Phone: 215-597-6500 
     Fax: 215-597-2740 
     Email: [email protected] 

 
 

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