SEC v. Henry Paul Regan, Jr., No. 1:25-CV-07343, Southern District of New York (Sept. 9, 2025) — Complaint

Christopher R. Kelly
Gregory R. Bockin*
Brendan P. McGlynn*
Michael F. McGraw*
SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA  19103
[email protected]
*Not admitted in the U.S. District Court for the Southern District of New York

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

    Plaintiff,

   v.

HENRY PAUL REGAN, JR.

                                                Defendant.

  25-CV-7343

  COMPLAINT

  JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint
against defendant Henry Paul Regan, Jr. (“Regan” or “Defendant”) and alleges as follows:
SUMMARY

1. From at least September 2022 to November 2024, Regan fraudulently raised more
than $63 million from more than 330 investors through the offer and sale of securities issued by
Next Level Holdings LLC (“Next Level”) and Yield Wealth Ltd. and Yield Capital Management
through The Super High-Yield Term Deposit LP and The Mega High-Yield Term Deposit LP
offerings (collectively, “Yield”).
2. Regan claimed to be the Founder and CEO of Next Level and the Co-Founder and
Chairman of Yield, and perpetrated this fraudulent scheme by selling Next Level promissory

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notes and Yield limited partnership interests that guaranteed annual returns as high as 15.5
percent for 3-to-10-year terms.  Regan communicated materially false and misleading statements
concerning the Next Level and Yield securities directly both orally and in writing and indirectly
through a network of insurance brokers that he recruited to sell the investments.
3. Regan stated, among other things, that Next Level would pay the promised returns
from profits generated by the purchase and sale of unrefined, Colombian-sourced precious
metals.  He further asserted that Yield would pay the promised returns from profits generated by
the investment in health insurance policies purportedly issued under the Affordable Care Act and
guaranteed by the federal government.  Regan also stated that both investments were fully
insured.
4. Contrary to Regan’s representations, the investor proceeds from the Next Level
and Yield offerings were not used as promised, but rather were misappropriated by Regan.
Moreover, although a small portion of the investments was insured, the vast majority was not.
Notwithstanding this, Regan arranged for most investors to receive forged insurance/surety bond
agreements or limited partnership agreements containing false insurance guarantees.
5. As a result, investors in the Next Level and Yield offerings not only did not
receive their promised returns, but also suffered significant losses.
6. By engaging in the conduct described in this Complaint, Defendant violated, 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 thereunder [17 C.F.R. § 240.10b-5].

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JURISDICTION AND VENUE
7. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the
Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Sections 21(d) and 21(e) of the Exchange
Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin such acts, transactions, practices, and courses of
business and to obtain disgorgement, prejudgment interest, civil money penalties, and such other
and further relief as the Court may deem just and appropriate.
8. This Court has jurisdiction over 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].
9. Venue in this district is proper 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].  Certain of the acts,
practices, and courses of business constituting the violations of the federal securities laws alleged
herein occurred within the Southern District of New York.  Among other things, numerous wire
and bank account transfers occurred in the Southern District of New York, and a Next Level
investor resided in the Southern District of New York.
DEFENDANT
10. Henry Paul Regan, Jr., age 48, is a United States citizen who, from at least July
2022, has lived in Colombia.  Regan claimed to be the Founder and CEO of Next Level and the
Co-Founder and Chairman of Yield, and controlled and directed the Next Level and Yield
offerings.
11. From 1999 through 2002, Regan was associated with five different registered
broker dealers and previously held Series 7 and 63 securities licenses.  On August 3, 2004,

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FINRA barred Regan from association with any FINRA member in any capacity for failing to
respond to a request for documents and information.
12. In 2017, Regan pleaded guilty to one count of organized fraud greater than
$50,000 in Miami-Dade County Court for the State of Florida in connection with the sale of
promissory notes that promised guaranteed returns.  Regan was sentenced to 10 years’ probation,
which was terminated in 2024.
OTHER RELEVANT ENTITES
13. Next Level Holdings, LLC has been a Florida limited liability (“LLC”) company
since January 2016.  Although Next Level’s corporate documents list another individual as its
sole registered agent, Regan claimed to be the company’s Founder and CEO.  Next Level has
never been registered with the Commission in any capacity.
14. Yield Capital Management, Inc. (“Yield Capital”) is a South Dakota
corporation that purported to serve as the Manager for Super High Yield and Mega High Yield.
Yield Capital has never been registered with the Commission in any capacity.  Regan claimed to
be the Co-Founder and Chairman of Yield.
15. Yield Wealth Ltd. was an SEC-registered investment adviser, although it
terminated its registration on September 5, 2024.
16. The Super High-Yield Term Deposit LP (“Super High Yield”) is a Delaware
limited partnership.  Super High Yield purports to be a private fund offering investors fully
insured term deposits with an annual percentage yield of 5.5 to 14 percent.  On April 9, 2024,
Super High Yield filed an exempt offering under Regulation D with the Commission.
17. The Mega High-Yield Term Deposit LP (“Mega High Yield”) is a Delaware
limited partnership.  Mega High Yield purports to be a private fund offering investors fully

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insured term deposits with an annual percentage yield of 6.5 to 14 percent.  On April 9, 2024,
Mega High Yield filed an exempt offering under Regulation D with the Commission.
18. Self-Directed IRA Firm is a self-directed IRA firm based in Asheville, North
Carolina, and its affiliate, which served as the custodian for Next Level and Yield investors who
sought to open or roll over existing IRA funds to purchase the promissory note or limited
partnership interests in a retirement account.
19. Afiancol Colombia S.A.S. (“Afiancol”) is a Bogota, Colombia-based surety bond
company.
20. Redbridge Insurance Company, Ltd. (“Redbridge”) is a Barbados-based
insurance company.
FACTS

Background

21. From at least September 2022 to November 2024, Regan orchestrated a fraudulent
scheme in which he raised more than $63 million from more than 330 investors nationwide
through the sale of Next Level promissory notes and Yield limited partnership interests.
22. As the purported Founder and CEO of Next Level and Co-Founder and Chairman
of Yield, Regan controlled and directed the offerings.
23. Regan solicited investors in Next Level and Yield directly and indirectly through
a network of at least forty insurance brokers, and paid them sales commissions as high as 15%.
Regan directly solicited investors, approved certain marketing materials, recruited and trained
U.S.-based insurance brokers to sell the investments, provided scripts for sales calls, and
arranged for the custody of investor funds in self-directed individual retirement accounts.

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24. Regan also requested notification when investors wired funds into the accounts
and, at the very least in some instances, monitored and accessed the bank accounts that received
investor proceeds and wired money and directed when investors were to receive interest and
redemption payments drawn on the accounts.
25. Regan promoted the sale of the Next Level promissory notes issued through Next
Level as an “Enhanced Annuity Offering” (“Next Level offering”).
26. Regan promoted the sale of the Yield Capital Management and Yield Wealth Ltd.
limited partnership interests as either the “Super High-Yield Term Deposit” or the “Mega High-
Yield Term Deposit” (“Yield offering”).
27. Under both offerings, Regan promised “guaranteed” returns ranging from 5.5 to
15.5 percent for terms of 3, 5, 7, or 10 years along with monthly interest payments (in the Next
Level offering) and monthly, quarterly, or annual payments (in the Yield offering).
28. These offerings were passive investments in which the investors were promised
returns as a result of the efforts of others.
29. Regan arranged for Self-Directed IRA Firm to serve as the custodian for investors
who sought to open or roll over existing IRA funds to purchase the promissory note or limited
partnership interests in a retirement account.
30. Regardless of whether they were a Next Level investor or Yield investor, almost
all investors invested through Self-Directed IRA Firm and were instructed to wire their funds to
a Next Level bank account.
Regan Misled Investors about Next Level’s and Yield’s
Business Operations and Use of Investor Proceeds

31. Through oral and written statements, Regan claimed that Next Level generated
revenue to pay the promised returns through its precious metals mining operations.

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32. For instance, in a forty-page Next Level offering document touting the “Enhanced
Annuity Offering,” Regan claimed:  “This strategy purchases unrefined precious metals from
primary local producers and sells them to international refineries / end-users in exchange for a
fixed margin” ranging from “94% to 124%.”
33. That Next Level offering document was attributed to Regan.  On the penultimate
page of the offering document, Regan is identified as the “CEO and founder of Next Level
Holdings,” and potential investors were invited to “Contact Us” by reaching out to Regan.
34. Through that Next Level offering document, Regan further stated the company
“originates and monitors trade finance in precious metals to support local suppliers” and
“export[s] their production to international markets through [Next Level’s] bespoke physical
trading / operational platform.”
35. In that same document, Regan also represented:  “For investors, these transactions
(physical trading) create uncorrelated, highly liquid, fully insured, and guaranteed investment
opportunities that aim to generate attractive returns within the physical precious metals sector but
without the volatility typically associated with this market; 7 years proven track record.”
36. With respect to Yield, Regan claimed through oral and written statements that
Yield generated significant profits from the investment in health care policies issued to individuals
pursuant to the Affordable Care Act, which he claimed were guaranteed by the United States
Treasury.
37. Regan explained in various communications with investors and insurance brokers
that Yield purchased Affordable Care Act policies from insurance companies for $240 which, in
turn, generated guaranteed monthly payments to Yield of $25-$27 on each policy.

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38. According to Regan, this allowed Yield to “service our debt easily and we don’t
even break a sweat.”
39. Regan’s representations as to how the investment funds would be used, and how
profits were to be generated, were false and misleading.
40. The investor funds raised from the Next Level and Yield offerings were not used
as promised.
41. Investor proceeds raised from the Next Level offering were not used to fund
mining operations in Colombia, and investor proceeds raised in the Yield offering were not used
to purchase Affordable Care Act policies.
42. Regan knew, or was reckless in not knowing, that the Next Level funds were not
used for mining operations in Colombia, and the Yield funds were not used to purchase
Affordable Care Act policies.
43. Instead, Regan misappropriated the Next Level and Yield investor proceeds.
44. More than $22.6 million was wired to various bank accounts held in the names of
two companies that describe themselves as a “broker of electronic items [including] computers
[and] iPads” and an “online retail[er of] pet products,” respectively.  From these accounts, the
majority of investor funds were sent overseas via wire to dozens of companies purporting to be
in the import/export business, many of which were based in China, as opposed to supporting
Next Level’s purported mining operation or Yield’s supposed Affordable Care Act investments.
45. Additionally, approximately $26.2 million of investor proceeds were used in other
ways inconsistent with their promised use, including:  (a) interest and redemption payments to
investors in the nature of a Ponzi scheme (b) payments to various fintech and/or ecommerce
entities; (c) payments to an individual who appears to have participated in marketing the Yield

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offering; (d) payments to various law firms; (e) payments to other individuals associated with
Next Level or Yield; and (f) lost through stock trading in a Schwab brokerage account held in the
name of a Regan associate.
46. Regan also used approximately $7.8 million of the investor proceeds to pay
commissions to his network of insurance brokers for selling the Next Level and Yield
investments.
Regan Falsely Claimed that Next Level and Yield
Investments were Protected by Surety Bonds or Insurance
47. Regan further represented to investors that the principal and interest in both the
Next Level and Yield investments were guaranteed by surety bonds or insurance.  Regan directly
and indirectly touted these purported protections in communications with prospective investors
and in offering materials.
48. For example, Regan and Next Level offering materials stated that the promissory
notes were fully insured by a “noncancelable” surety bond issued by Afiancol, a Bogota,
Colombia-based surety bond company.  Regan also stated that Redbridge, an affiliate of Lloyd’s
of London, agreed to reinsure the surety bond that applied to all of the promissory notes.
49. As a result, Regan told investors there was: “Full Insurance Protection” for the
Next Level offering:  “We are the first and only company in our sector that has been able to
secure investment-grade insurers who are removing risk from our investors by issuing financial
guarantee insurance to our investors, thereby making our offering essentially risk-free.”
50. Regan told one prospective investor that the insurance policy was “a bulletproof
vest” for investors and provided “all the melatonin you could wish for a good night’s
sleep...enjoying 12-15% in perpetuity every single year.”

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51. As for the Yield offering, Regan made similar representations.  The Yield Limited
Partnership Agreement stated that a syndicate of “investment-grade rated insurance companies
... anchored by Lloyd’s of London” had “fully insured to a maximum of $250,000,000” both the
principal and promised interest returns.
52. A Yield offering document further stated:  “All deposits are fully insured to a
maximum of up to $10 MILLION PER ACCOUNT HOLDER.”
53. The Yield offering document for Mega High Yield further stated:  “This select
insurance syndication offers comprehensive investment grade protection for amounts up to $10
million and . . . is provided by highly rated AM Best insurers, including AA++ rated Lloyd’s of
London, A- rated Fortegra Insurance, A rated Oceanview Reinsurance LTD, and more providing
our investors the ultimate in safety, security, protection and peace of mind.”
54. Once a person decided to invest in the Next Level offering, Regan, through Self-
Directed IRA Firm, sent investors a “Promissory Note Investment Letter” or a “Secured
Promissory Note” issued by Next Level, which detailed the terms of the investment and the
monthly interest payment.  Investors in Next Level typically received a “Surety Bond Contract”
purportedly issued by Afiancol identifying Next Level as the debtor and the investor as the
beneficiary for an amount equal to their investment plus interest.
55. Investors in the Yield offering received a “Subscription Agreement,” which
purported to issue limited partnership units to the investor.  The limited partnership agreements
in the Yield offering assured investors that their product was insured by “top-rated AM Best
Insurance carriers, which are reinsured by Lloyd’s of London.”
56. The surety bond contracts typically reflected, among other things, a bond number,
and counter signatures of an Afiancol representative and Regan.

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57. Attached to the surety bond contracts was a “Reinsurance Cover Note” on
Redbridge Insurance Company, Ltd. letterhead that identified the investor as the beneficiary of
the insurance in an amount equal to the investment.  These documents also reflected counter
signatures of representatives of Afiancol and Redbridge.
58. Regan knew, or was reckless in not knowing, that these above statements to
prospective investors about the purported insurance coverage for all the Next Level offering and
Yield offering were false and misleading.
59. In reality, Afiancol only had provided insurance for a fraction of the investments.
In exchange for counter guarantees from Next Level, Afiancol initially issued surety bonds
guaranteeing Next Level’s obligations to its earlier investors.  Specifically, Afiancol issued a
total of seventy surety bonds to Next Level guaranteeing a total of approximately $7.7 million
worth of investments.
60. Towards the end of 2023, Regan and Next Level requested a substantial increase
in the amount guaranteed by Afiancol’s surety bonds.  In response, Afiancol requested additional
counter-guarantees.
61. Ultimately, Regan and Next Level did not provide Afiancol with sufficient
counter-guarantees, and so Afiancol chose not to issue additional surety bonds.  The last surety
bond Afiancol issued was for a Next Level investment that took place at the end of 2023.
62. Subsequently, Next Level ceased paying for the surety bonds that Afiancol had
issued, and Afiancol and Next Level eventually wound up terminating their relationship.  As a
result, all of the legitimate surety bonds Afiancol had issued either expired or lapsed for
nonpayment by early November 2024.

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63. Notwithstanding the fact that Afiancol had not issued any surety bonds for any
investments made after 2023, Regan continued to tout the Next Level and Yield offerings
throughout 2024 as being fully insured.  Regan raised more than $50 million based on this false
insurance guarantee.
64. Furthermore, Regan, or others acting at his direction, forged surety bond and
reinsurance certificates by taking Afiancol’s previously issued surety bonds and Redbridge’s
reinsurance cover notes, and altering them to change the date, bond numbers, and amounts.
65. These fake surety bond and reinsurance cover notes gave the false impression that
the Next Level and Yield investments were fully guaranteed by third parties when, in reality,
they were not.
66. Regan knew, or was reckless in not knowing, that only a fraction of the
investments had insurance coverage, and many of the purported counter signatures of Afiancol
and Redbridge on insurance documents that were sent to investors were forged.
The Fraud Unraveled After Media Scrutiny of the Investment Opportunity
67. Beginning in early Fall 2024, the Wall Street Journal published a series of articles
focusing on firms offering disproportionately high interest yields in a declining interest rate
market and how those firms generated the yield.  The author ultimately discovered the Next
Level and Yield offerings and raised questions about the products.
68.   Among other things, the articles reported on the high rates of return, the
insurance guarantee, that FINRA previously barred Regan from associating with a broker dealer,
and that the insurance brokers selling the securities were not associated with a registered broker-
dealer.

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69. The articles ultimately led to a series of communications between and among
Regan, the principal of Self-Directed IRA Firm, and several of the insurance brokers who were
selling the Next Level and Yield offerings relating to the legitimacy of the investments.
70. On a September 4, 2024, call with many of the insurance brokers, Regan admitted
to fabrications about his resume, that he was barred by FINRA, and that he was “acting out of
compliance” with respect to the Yield offering.  However, Regan repeatedly claimed the
investments were legitimate and remained secure and that the Wall Street Journal article
published as of that time was nothing more than a “hit piece.”
71. During the call, Regan repeatedly made assurances that the Affordable Care Act
policies he claimed that Yield had invested in were generating income, that the mining operation
that Next Level invested in was legitimate, and that both investments were insured.
72. Regan knew or was reckless in not knowing that his above statements concerning
the use of Next Level and Yield investment proceeds made during the September 4th call were
false and misleading.
73. Despite Regan’s assurances, by mid-September 2024, Self-Directed IRA Firm
notified Regan that it was ending its relationship with Next Level and Yield.
74. As a result, on or about September 19, 2024, Regan sent a mass email to investors
informing them that Next Level was transitioning to a new custodian, but also misrepresented to
investors that their assets were secure and well-managed.
75. By October, however, the insurance brokers effectively stopped offering the
securities.  These events eventually led to the implosion of the fraud.
76. On or about November 7, 2024, Regan sent an update to investors on the
“ongoing custodial matter,” which again reiterated “your assets remain secure,” but that they

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were still “working diligently to resolve the issue.”  Regan knew, or was reckless in not
knowing, that these statements were false and misleading.
77. On or about November 15, 2024, Next Level and Yield sent identical emails
(except for the entity name) to investors informing them that they had begun “the process of
liquidating investments and winding up its affairs.”
78. While neither Next Level nor Yield had any actual investments to liquidate, some
investors received payments derived from funds deposited by recent investors in the scheme.
79. Although the November 15 email promised further updates, Regan ended interest
and redemption payments and ceased communicating with investors and the insurance brokers.
80. Even after factoring in investor payments, Next Level and Yield investors
sustained investment losses of approximately $55.9 million.
Defendant Violated the Federal Securities Laws
81. The investments in Next Level and Yield offered and sold by Defendant were
securities within the meaning of the Securities Act and Exchange Act.
82. The investments in Next Level and Yield were each offered and sold as a
common enterprise with the expectation of profits to be derived solely from the efforts of others.
83. Investors played no role in the management or operations of the businesses of
Next Level or Yield.
84. Investors provided Regan with money—between at least September 2022 to
November 2024, more than 330 individuals invested more than $63 million in the Next Level
and Yield offerings.

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85. Investors made their investment with a reasonable expectation of profits to be
derived solely from the alleged ability of Next Level and Yield to generate profits without any
participation by any of its investors.
86. Regan engaged in the offer and sale of the securities of Next Level by use of the
means or instruments of transportation or communication in interstate commerce, the
instrumentalities of interstate commerce, and/or by use of the mails.
87. Regan engaged in the offer and sale of the securities of Yield by use of the means
or instruments of transportation or communication in interstate commerce, the instrumentalities
of interstate commerce, and/or by use of the mails.
88. Directly or indirectly, Defendant made materially false and misleading statements
concerning the use of investor proceeds and the existence of surety bonds and/or insurance
guaranteeing payment on the investments in connection with the Next Level and Yield offerings.
89. Defendant, directly or indirectly, knowingly or recklessly made material untrue
statements concerning the use of investor proceeds and the existence of surety bonds and/or
insurance guaranteeing payment on the investments in connection with the Next Level and Yield
offerings.
90. A reasonable investor would consider the misrepresented statements described
herein—including, among other information, misrepresentations regarding the use of investors’
money and the existence of surety bonds and/or insurance guaranteeing payment on the
investments—important in deciding whether or not to purchase the securities.
91. The untrue statements of material fact and misleading statements described herein
were made in the offer or sale of securities.

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92. The untrue statements of material fact and misleading statements described herein
were made in connection with the purchase or sale of securities.
93. Defendant obtained money or property by means of the untrue statements of
material fact.
94. In connection with the conduct described herein, Defendant acted knowingly or
recklessly.
95. Defendant knew or was reckless in not knowing that he was making material
misrepresentations.
FIRST CLAIM FOR RELIEF
(Violations of Section 17(a) of the Securities Act)

96. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 95, inclusive, as if they were fully set forth herein.
97. By engaging in the conduct described above, Defendant knowingly or recklessly
or, with respect to subparts b and c below, at least negligently, in the offer or sale of securities,
directly or indirectly, by the use of means or instruments of transportation or communication in
interstate commerce or by use of the mails:
a. employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material fact
or omissions to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; and/or
c. engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon purchasers of securities.

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98. By engaging in the foregoing conduct, Defendant violated and, unless enjoined,
will continue to violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder)

99. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 95, inclusive, as if they were fully set forth herein.
100. By engaging in the conduct described above, Defendant knowingly or recklessly,
in connection with the purchase or sale of securities, directly or indirectly, by use of the means or
instrumentalities of interstate commerce or of the mails or of any facility of a national securities
exchange:
a. employed devices, schemes, or artifices to defraud;
b. made untrue statements of material fact, or omitted to state material facts
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
c. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the
purchase or sale of any security.
101. By engaging in the foregoing conduct, Defendant violated and, unless 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].

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PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendant from, directly or indirectly, violating
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], 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]
 by committing or engaging
in specified actions or activities relevant to such violations;
II.
 Permanently enjoining Defendant, directly or indirectly, including, but not limited to,
through any entity owned or controlled by him, from 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 personal account;
III.
Ordering Defendant to disgorge all ill-gotten gains derived from the activities set forth in
this Complaint, together with prejudgment interest thereon;
IV.
 Ordering Defendant to pay civil penalties pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)] and/or Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78(u)(d)(3)]; and
V.
 Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.

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JURY DEMAND
 Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, the Commission requests
that this case be tried to a jury.
Respectfully submitted,
SECURITIES AND EXCHANGE COMMISSION
Date:   September 4, 2025                        By: __________________________
Christopher R. Kelly
Gregory R. Bockin*
Brendan P. McGlynn*
Michael F. McGraw*
Securities and Exchange Commission
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA  19103
(215) 597-3741 (Kelly)
[email protected]
Attorneys for Plaintiff
*Not admitted in the S.D.N.Y.
_____________________
Christopher R. Kelly

Christopher R. Kelly 
Gregory R. Bockin* 
Brendan P. McGlynn* 
Michael F. McGraw* 
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA  19103 
[email protected] 
*Not admitted in the U.S. District Court for the Southern District of New York 

 
UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 
 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
    Plaintiff, 
 
   v. 
 
HENRY PAUL REGAN, JR. 
 
    Defendant. 
 

 
 
  25-CV-7343 
 
 
 
  COMPLAINT 
 
  JURY TRIAL DEMANDED 

 
Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint 

against defendant Henry Paul Regan, Jr. (“Regan” or “Defendant”) and alleges as follows: 

SUMMARY 
 
1. From at least September 2022 to November 2024, Regan fraudulently raised more 

than $63 million from more than 330 investors through the offer and sale of securities issued by 

Next Level Holdings LLC (“Next Level”) and Yield Wealth Ltd. and Yield Capital Management 

through The Super High-Yield Term Deposit LP and The Mega High-Yield Term Deposit LP 

offerings (collectively, “Yield”).   

2. Regan claimed to be the Founder and CEO of Next Level and the Co-Founder and 

Chairman of Yield, and perpetrated this fraudulent scheme by selling Next Level promissory 

Case 1:25-cv-07343     Document 1     Filed 09/04/25     Page 1 of 19



 

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notes and Yield limited partnership interests that guaranteed annual returns as high as 15.5 

percent for 3-to-10-year terms.  Regan communicated materially false and misleading statements 

concerning the Next Level and Yield securities directly both orally and in writing and indirectly 

through a network of insurance brokers that he recruited to sell the investments.   

3. Regan stated, among other things, that Next Level would pay the promised returns 

from profits generated by the purchase and sale of unrefined, Colombian-sourced precious 

metals.  He further asserted that Yield would pay the promised returns from profits generated by 

the investment in health insurance policies purportedly issued under the Affordable Care Act and 

guaranteed by the federal government.  Regan also stated that both investments were fully 

insured.  

4. Contrary to Regan’s representations, the investor proceeds from the Next Level 

and Yield offerings were not used as promised, but rather were misappropriated by Regan.  

Moreover, although a small portion of the investments was insured, the vast majority was not.  

Notwithstanding this, Regan arranged for most investors to receive forged insurance/surety bond 

agreements or limited partnership agreements containing false insurance guarantees.    

5. As a result, investors in the Next Level and Yield offerings not only did not 

receive their promised returns, but also suffered significant losses.   

6. By engaging in the conduct described in this Complaint, Defendant violated, 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 thereunder [17 C.F.R. § 240.10b-5]. 

 

 

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JURISDICTION AND VENUE 

7. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the 

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

Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin such acts, transactions, practices, and courses of 

business and to obtain disgorgement, prejudgment interest, civil money penalties, and such other 

and further relief as the Court may deem just and appropriate.   

8. This Court has jurisdiction over 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].   

9. Venue in this district is proper 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].  Certain of the acts, 

practices, and courses of business constituting the violations of the federal securities laws alleged 

herein occurred within the Southern District of New York.  Among other things, numerous wire 

and bank account transfers occurred in the Southern District of New York, and a Next Level 

investor resided in the Southern District of New York.   

DEFENDANT 

10. Henry Paul Regan, Jr., age 48, is a United States citizen who, from at least July 

2022, has lived in Colombia.  Regan claimed to be the Founder and CEO of Next Level and the 

Co-Founder and Chairman of Yield, and controlled and directed the Next Level and Yield 

offerings.   

11. From 1999 through 2002, Regan was associated with five different registered 

broker dealers and previously held Series 7 and 63 securities licenses.  On August 3, 2004, 

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FINRA barred Regan from association with any FINRA member in any capacity for failing to 

respond to a request for documents and information.   

12. In 2017, Regan pleaded guilty to one count of organized fraud greater than 

$50,000 in Miami-Dade County Court for the State of Florida in connection with the sale of 

promissory notes that promised guaranteed returns.  Regan was sentenced to 10 years’ probation, 

which was terminated in 2024. 

OTHER RELEVANT ENTITES 

13. Next Level Holdings, LLC has been a Florida limited liability (“LLC”) company 

since January 2016.  Although Next Level’s corporate documents list another individual as its 

sole registered agent, Regan claimed to be the company’s Founder and CEO.  Next Level has 

never been registered with the Commission in any capacity.  

14. Yield Capital Management, Inc. (“Yield Capital”) is a South Dakota 

corporation that purported to serve as the Manager for Super High Yield and Mega High Yield.  

Yield Capital has never been registered with the Commission in any capacity.  Regan claimed to 

be the Co-Founder and Chairman of Yield. 

15. Yield Wealth Ltd. was an SEC-registered investment adviser, although it 

terminated its registration on September 5, 2024.  

16. The Super High-Yield Term Deposit LP (“Super High Yield”) is a Delaware 

limited partnership.  Super High Yield purports to be a private fund offering investors fully 

insured term deposits with an annual percentage yield of 5.5 to 14 percent.  On April 9, 2024, 

Super High Yield filed an exempt offering under Regulation D with the Commission. 

17. The Mega High-Yield Term Deposit LP (“Mega High Yield”) is a Delaware 

limited partnership.  Mega High Yield purports to be a private fund offering investors fully 

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insured term deposits with an annual percentage yield of 6.5 to 14 percent.  On April 9, 2024, 

Mega High Yield filed an exempt offering under Regulation D with the Commission. 

18. Self-Directed IRA Firm is a self-directed IRA firm based in Asheville, North 

Carolina, and its affiliate, which served as the custodian for Next Level and Yield investors who 

sought to open or roll over existing IRA funds to purchase the promissory note or limited 

partnership interests in a retirement account.   

19. Afiancol Colombia S.A.S. (“Afiancol”) is a Bogota, Colombia-based surety bond 

company.   

20. Redbridge Insurance Company, Ltd. (“Redbridge”) is a Barbados-based 

insurance company.   

FACTS 
 

Background 
 

21. From at least September 2022 to November 2024, Regan orchestrated a fraudulent 

scheme in which he raised more than $63 million from more than 330 investors nationwide 

through the sale of Next Level promissory notes and Yield limited partnership interests.   

22. As the purported Founder and CEO of Next Level and Co-Founder and Chairman 

of Yield, Regan controlled and directed the offerings.   

23. Regan solicited investors in Next Level and Yield directly and indirectly through 

a network of at least forty insurance brokers, and paid them sales commissions as high as 15%.  

Regan directly solicited investors, approved certain marketing materials, recruited and trained 

U.S.-based insurance brokers to sell the investments, provided scripts for sales calls, and 

arranged for the custody of investor funds in self-directed individual retirement accounts.  

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24. Regan also requested notification when investors wired funds into the accounts 

and, at the very least in some instances, monitored and accessed the bank accounts that received 

investor proceeds and wired money and directed when investors were to receive interest and 

redemption payments drawn on the accounts. 

25. Regan promoted the sale of the Next Level promissory notes issued through Next 

Level as an “Enhanced Annuity Offering” (“Next Level offering”). 

26. Regan promoted the sale of the Yield Capital Management and Yield Wealth Ltd. 

limited partnership interests as either the “Super High-Yield Term Deposit” or the “Mega High-

Yield Term Deposit” (“Yield offering”).   

27. Under both offerings, Regan promised “guaranteed” returns ranging from 5.5 to 

15.5 percent for terms of 3, 5, 7, or 10 years along with monthly interest payments (in the Next 

Level offering) and monthly, quarterly, or annual payments (in the Yield offering).   

28. These offerings were passive investments in which the investors were promised 

returns as a result of the efforts of others.   

29. Regan arranged for Self-Directed IRA Firm to serve as the custodian for investors 

who sought to open or roll over existing IRA funds to purchase the promissory note or limited 

partnership interests in a retirement account.   

30. Regardless of whether they were a Next Level investor or Yield investor, almost 

all investors invested through Self-Directed IRA Firm and were instructed to wire their funds to 

a Next Level bank account. 

Regan Misled Investors about Next Level’s and Yield’s  
Business Operations and Use of Investor Proceeds 

 
31. Through oral and written statements, Regan claimed that Next Level generated 

revenue to pay the promised returns through its precious metals mining operations.  

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32. For instance, in a forty-page Next Level offering document touting the “Enhanced 

Annuity Offering,” Regan claimed:  “This strategy purchases unrefined precious metals from 

primary local producers and sells them to international refineries / end-users in exchange for a 

fixed margin” ranging from “94% to 124%.” 

33. That Next Level offering document was attributed to Regan.  On the penultimate 

page of the offering document, Regan is identified as the “CEO and founder of Next Level 

Holdings,” and potential investors were invited to “Contact Us” by reaching out to Regan.   

34. Through that Next Level offering document, Regan further stated the company 

“originates and monitors trade finance in precious metals to support local suppliers” and 

“export[s] their production to international markets through [Next Level’s] bespoke physical 

trading / operational platform.” 

35. In that same document, Regan also represented:  “For investors, these transactions 

(physical trading) create uncorrelated, highly liquid, fully insured, and guaranteed investment 

opportunities that aim to generate attractive returns within the physical precious metals sector but 

without the volatility typically associated with this market; 7 years proven track record.” 

36. With respect to Yield, Regan claimed through oral and written statements that 

Yield generated significant profits from the investment in health care policies issued to individuals 

pursuant to the Affordable Care Act, which he claimed were guaranteed by the United States 

Treasury. 

37. Regan explained in various communications with investors and insurance brokers 

that Yield purchased Affordable Care Act policies from insurance companies for $240 which, in 

turn, generated guaranteed monthly payments to Yield of $25-$27 on each policy.   

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38. According to Regan, this allowed Yield to “service our debt easily and we don’t 

even break a sweat.”   

39. Regan’s representations as to how the investment funds would be used, and how 

profits were to be generated, were false and misleading.   

40. The investor funds raised from the Next Level and Yield offerings were not used 

as promised.   

41. Investor proceeds raised from the Next Level offering were not used to fund 

mining operations in Colombia, and investor proceeds raised in the Yield offering were not used 

to purchase Affordable Care Act policies.   

42. Regan knew, or was reckless in not knowing, that the Next Level funds were not 

used for mining operations in Colombia, and the Yield funds were not used to purchase 

Affordable Care Act policies.   

43. Instead, Regan misappropriated the Next Level and Yield investor proceeds.   

44. More than $22.6 million was wired to various bank accounts held in the names of 

two companies that describe themselves as a “broker of electronic items [including] computers 

[and] iPads” and an “online retail[er of] pet products,” respectively.  From these accounts, the 

majority of investor funds were sent overseas via wire to dozens of companies purporting to be 

in the import/export business, many of which were based in China, as opposed to supporting 

Next Level’s purported mining operation or Yield’s supposed Affordable Care Act investments.  

45. Additionally, approximately $26.2 million of investor proceeds were used in other 

ways inconsistent with their promised use, including:  (a) interest and redemption payments to 

investors in the nature of a Ponzi scheme (b) payments to various fintech and/or ecommerce 

entities; (c) payments to an individual who appears to have participated in marketing the Yield 

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offering; (d) payments to various law firms; (e) payments to other individuals associated with 

Next Level or Yield; and (f) lost through stock trading in a Schwab brokerage account held in the 

name of a Regan associate.  

46. Regan also used approximately $7.8 million of the investor proceeds to pay 

commissions to his network of insurance brokers for selling the Next Level and Yield 

investments.   

Regan Falsely Claimed that Next Level and Yield 
Investments were Protected by Surety Bonds or Insurance 

47. Regan further represented to investors that the principal and interest in both the 

Next Level and Yield investments were guaranteed by surety bonds or insurance.  Regan directly 

and indirectly touted these purported protections in communications with prospective investors 

and in offering materials. 

48. For example, Regan and Next Level offering materials stated that the promissory 

notes were fully insured by a “noncancelable” surety bond issued by Afiancol, a Bogota, 

Colombia-based surety bond company.  Regan also stated that Redbridge, an affiliate of Lloyd’s 

of London, agreed to reinsure the surety bond that applied to all of the promissory notes. 

49. As a result, Regan told investors there was: “Full Insurance Protection” for the 

Next Level offering:  “We are the first and only company in our sector that has been able to 

secure investment-grade insurers who are removing risk from our investors by issuing financial 

guarantee insurance to our investors, thereby making our offering essentially risk-free.” 

50. Regan told one prospective investor that the insurance policy was “a bulletproof 

vest” for investors and provided “all the melatonin you could wish for a good night’s 

sleep…enjoying 12-15% in perpetuity every single year.”   

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51. As for the Yield offering, Regan made similar representations.  The Yield Limited 

Partnership Agreement stated that a syndicate of “investment-grade rated insurance companies 

… anchored by Lloyd’s of London” had “fully insured to a maximum of $250,000,000” both the 

principal and promised interest returns.   

52. A Yield offering document further stated:  “All deposits are fully insured to a 

maximum of up to $10 MILLION PER ACCOUNT HOLDER.”   

53. The Yield offering document for Mega High Yield further stated:  “This select 

insurance syndication offers comprehensive investment grade protection for amounts up to $10 

million and . . . is provided by highly rated AM Best insurers, including AA++ rated Lloyd’s of 

London, A- rated Fortegra Insurance, A rated Oceanview Reinsurance LTD, and more providing 

our investors the ultimate in safety, security, protection and peace of mind.” 

54. Once a person decided to invest in the Next Level offering, Regan, through Self-

Directed IRA Firm, sent investors a “Promissory Note Investment Letter” or a “Secured 

Promissory Note” issued by Next Level, which detailed the terms of the investment and the 

monthly interest payment.  Investors in Next Level typically received a “Surety Bond Contract” 

purportedly issued by Afiancol identifying Next Level as the debtor and the investor as the 

beneficiary for an amount equal to their investment plus interest.   

55. Investors in the Yield offering received a “Subscription Agreement,” which 

purported to issue limited partnership units to the investor.  The limited partnership agreements 

in the Yield offering assured investors that their product was insured by “top-rated AM Best 

Insurance carriers, which are reinsured by Lloyd’s of London.” 

56. The surety bond contracts typically reflected, among other things, a bond number, 

and counter signatures of an Afiancol representative and Regan.   

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57. Attached to the surety bond contracts was a “Reinsurance Cover Note” on 

Redbridge Insurance Company, Ltd. letterhead that identified the investor as the beneficiary of 

the insurance in an amount equal to the investment.  These documents also reflected counter 

signatures of representatives of Afiancol and Redbridge.     

58. Regan knew, or was reckless in not knowing, that these above statements to 

prospective investors about the purported insurance coverage for all the Next Level offering and 

Yield offering were false and misleading.  

59. In reality, Afiancol only had provided insurance for a fraction of the investments.  

In exchange for counter guarantees from Next Level, Afiancol initially issued surety bonds 

guaranteeing Next Level’s obligations to its earlier investors.  Specifically, Afiancol issued a 

total of seventy surety bonds to Next Level guaranteeing a total of approximately $7.7 million 

worth of investments.   

60. Towards the end of 2023, Regan and Next Level requested a substantial increase 

in the amount guaranteed by Afiancol’s surety bonds.  In response, Afiancol requested additional 

counter-guarantees.   

61. Ultimately, Regan and Next Level did not provide Afiancol with sufficient 

counter-guarantees, and so Afiancol chose not to issue additional surety bonds.  The last surety 

bond Afiancol issued was for a Next Level investment that took place at the end of 2023. 

62. Subsequently, Next Level ceased paying for the surety bonds that Afiancol had 

issued, and Afiancol and Next Level eventually wound up terminating their relationship.  As a 

result, all of the legitimate surety bonds Afiancol had issued either expired or lapsed for 

nonpayment by early November 2024.  

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63. Notwithstanding the fact that Afiancol had not issued any surety bonds for any 

investments made after 2023, Regan continued to tout the Next Level and Yield offerings 

throughout 2024 as being fully insured.  Regan raised more than $50 million based on this false 

insurance guarantee.   

64. Furthermore, Regan, or others acting at his direction, forged surety bond and 

reinsurance certificates by taking Afiancol’s previously issued surety bonds and Redbridge’s 

reinsurance cover notes, and altering them to change the date, bond numbers, and amounts.   

65. These fake surety bond and reinsurance cover notes gave the false impression that 

the Next Level and Yield investments were fully guaranteed by third parties when, in reality, 

they were not. 

66. Regan knew, or was reckless in not knowing, that only a fraction of the 

investments had insurance coverage, and many of the purported counter signatures of Afiancol 

and Redbridge on insurance documents that were sent to investors were forged. 

The Fraud Unraveled After Media Scrutiny of the Investment Opportunity 

67. Beginning in early Fall 2024, the Wall Street Journal published a series of articles 

focusing on firms offering disproportionately high interest yields in a declining interest rate 

market and how those firms generated the yield.  The author ultimately discovered the Next 

Level and Yield offerings and raised questions about the products.   

68.   Among other things, the articles reported on the high rates of return, the 

insurance guarantee, that FINRA previously barred Regan from associating with a broker dealer, 

and that the insurance brokers selling the securities were not associated with a registered broker-

dealer.   

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69. The articles ultimately led to a series of communications between and among 

Regan, the principal of Self-Directed IRA Firm, and several of the insurance brokers who were 

selling the Next Level and Yield offerings relating to the legitimacy of the investments.   

70. On a September 4, 2024, call with many of the insurance brokers, Regan admitted 

to fabrications about his resume, that he was barred by FINRA, and that he was “acting out of 

compliance” with respect to the Yield offering.  However, Regan repeatedly claimed the 

investments were legitimate and remained secure and that the Wall Street Journal article 

published as of that time was nothing more than a “hit piece.” 

71. During the call, Regan repeatedly made assurances that the Affordable Care Act 

policies he claimed that Yield had invested in were generating income, that the mining operation 

that Next Level invested in was legitimate, and that both investments were insured.   

72. Regan knew or was reckless in not knowing that his above statements concerning 

the use of Next Level and Yield investment proceeds made during the September 4th call were 

false and misleading.  

73. Despite Regan’s assurances, by mid-September 2024, Self-Directed IRA Firm 

notified Regan that it was ending its relationship with Next Level and Yield.   

74. As a result, on or about September 19, 2024, Regan sent a mass email to investors 

informing them that Next Level was transitioning to a new custodian, but also misrepresented to 

investors that their assets were secure and well-managed.   

75. By October, however, the insurance brokers effectively stopped offering the 

securities.  These events eventually led to the implosion of the fraud. 

76. On or about November 7, 2024, Regan sent an update to investors on the 

“ongoing custodial matter,” which again reiterated “your assets remain secure,” but that they 

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were still “working diligently to resolve the issue.”  Regan knew, or was reckless in not 

knowing, that these statements were false and misleading. 

77. On or about November 15, 2024, Next Level and Yield sent identical emails 

(except for the entity name) to investors informing them that they had begun “the process of 

liquidating investments and winding up its affairs.”   

78. While neither Next Level nor Yield had any actual investments to liquidate, some 

investors received payments derived from funds deposited by recent investors in the scheme. 

79. Although the November 15 email promised further updates, Regan ended interest 

and redemption payments and ceased communicating with investors and the insurance brokers. 

80. Even after factoring in investor payments, Next Level and Yield investors 

sustained investment losses of approximately $55.9 million.   

Defendant Violated the Federal Securities Laws 

81. The investments in Next Level and Yield offered and sold by Defendant were 

securities within the meaning of the Securities Act and Exchange Act. 

82. The investments in Next Level and Yield were each offered and sold as a 

common enterprise with the expectation of profits to be derived solely from the efforts of others.   

83. Investors played no role in the management or operations of the businesses of 

Next Level or Yield.   

84. Investors provided Regan with money—between at least September 2022 to 

November 2024, more than 330 individuals invested more than $63 million in the Next Level 

and Yield offerings. 

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85. Investors made their investment with a reasonable expectation of profits to be 

derived solely from the alleged ability of Next Level and Yield to generate profits without any 

participation by any of its investors.  

86. Regan engaged in the offer and sale of the securities of Next Level by use of the 

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

instrumentalities of interstate commerce, and/or by use of the mails.  

87. Regan engaged in the offer and sale of the securities of Yield by use of the means 

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

of interstate commerce, and/or by use of the mails.  

88. Directly or indirectly, Defendant made materially false and misleading statements 

concerning the use of investor proceeds and the existence of surety bonds and/or insurance 

guaranteeing payment on the investments in connection with the Next Level and Yield offerings.  

89. Defendant, directly or indirectly, knowingly or recklessly made material untrue 

statements concerning the use of investor proceeds and the existence of surety bonds and/or 

insurance guaranteeing payment on the investments in connection with the Next Level and Yield 

offerings. 

90. A reasonable investor would consider the misrepresented statements described 

herein—including, among other information, misrepresentations regarding the use of investors’ 

money and the existence of surety bonds and/or insurance guaranteeing payment on the 

investments—important in deciding whether or not to purchase the securities. 

91. The untrue statements of material fact and misleading statements described herein 

were made in the offer or sale of securities. 

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92. The untrue statements of material fact and misleading statements described herein 

were made in connection with the purchase or sale of securities. 

93. Defendant obtained money or property by means of the untrue statements of 

material fact. 

94. In connection with the conduct described herein, Defendant acted knowingly or 

recklessly.   

95. Defendant knew or was reckless in not knowing that he was making material 

misrepresentations. 

FIRST CLAIM FOR RELIEF 
(Violations of Section 17(a) of the Securities Act) 

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

allegation in paragraphs 1 through 95, inclusive, as if they were fully set forth herein.  

97. By engaging in the conduct described above, Defendant knowingly or recklessly 

or, with respect to subparts b and c below, at least negligently, in the offer or sale of securities, 

directly or indirectly, by the use of means or instruments of transportation or communication in 

interstate commerce or by use of the mails:   

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

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

or omissions to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were 

made, not misleading; and/or 

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

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

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98. By engaging in the foregoing conduct, Defendant violated and, unless enjoined, 

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

SECOND CLAIM FOR RELIEF 
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder) 

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

allegation in paragraphs 1 through 95, inclusive, as if they were fully set forth herein. 

100. By engaging in the conduct described above, Defendant knowingly or recklessly, 

in connection with the purchase or sale of securities, directly or indirectly, by use of the means or 

instrumentalities of interstate commerce or of the mails or of any facility of a national securities 

exchange: 

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

b. made untrue statements of material fact, or omitted to state material facts 

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

circumstances under which they were made, not misleading; and 

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

operate as a fraud or deceit upon any person in connection with the 

purchase or sale of any security. 

101. By engaging in the foregoing conduct, Defendant violated and, unless 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].   

 

 

 

 

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PRAYER FOR RELIEF 

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

judgment: 

I. 

Permanently restraining and enjoining Defendant from, directly or indirectly, violating 

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], 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] by committing or engaging 

in specified actions or activities relevant to such violations; 

II. 

 Permanently enjoining Defendant, directly or indirectly, including, but not limited to, 

through any entity owned or controlled by him, from 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 personal account; 

III. 

Ordering Defendant to disgorge all ill-gotten gains derived from the activities set forth in 

this Complaint, together with prejudgment interest thereon; 

IV. 

 Ordering Defendant to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)] and/or Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78(u)(d)(3)]; and 

V. 

 Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws and for the protection of 

investors. 

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19 

JURY DEMAND  

 Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, the Commission requests 

that this case be tried to a jury. 

Respectfully submitted, 

SECURITIES AND EXCHANGE COMMISSION 

Date:   September 4, 2025                        By: __________________________ 
Christopher R. Kelly 
Gregory R. Bockin* 
Brendan P. McGlynn* 
Michael F. McGraw* 
Securities and Exchange Commission 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA  19103
(215) 597-3741 (Kelly) 
[email protected] 

Attorneys for Plaintiff

*Not admitted in the S.D.N.Y.

_____________________
Christopher R. Kelly 

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