SEC v. Robert Yedid; Andrew Kaufman; and Mark Jacobs, No. 1:25-CV-06704, Southern District of New York (Aug. 18, 2025) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

                                             Plaintiff,

                        -against-

ROBERT YEDID, ANDREW KAUFMAN, and
MARK JACOBS

                                             Defendants

No. 1:25-CV-06704

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff United States Securities and Exchange Commission (the “SEC” or
“Commission”), for its Complaint against Defendants Robert Yedid, Andrew Kaufman, and
Mark Jacobs, alleges as follows:
SUMMARY
1. This action involves insider trading by Defendants Andrew Kaufman and Mark
Jacobs in the securities of numerous public companies based on material nonpublic information
provided by Defendant Robert Yedid from at least 2019 through 2024.  During that time, Yedid
was a Managing Director at a consulting firm that assists pharmaceutical and biotechnology
companies with investor communications (“Consulting Firm”).  In that role, Yedid obtained
material nonpublic information about Consulting Firm’s public company clients, including drug
trial results, financial and regulatory information, and mergers and acquisitions.  Yedid
repeatedly shared that material nonpublic information with his close friends Kaufman and
Jacobs, who then engaged in lucrative insider trading.  Kaufman shared his illicit proceeds with
Yedid by handing him envelopes of cash.

2

2. Ye d i d’s conduct violated the duty of trust and confidence he owed Consulting
Firm and its clients.  During the relevant time, Consulting Firm handled   “the creation of all [of
its clients’] key investor-facing collateral materials, including corporate presentations, press
releases, conference call scripts, corporate fact sheets, [investor relations] websites, shareholder
letters, and Q&A documents.”  To prepare these materials, Consulting Firm necessarily received
material nonpublic information about its clients’ businesses.  Yedid knew he was required to
protect that information from public disclosure.  In addition to being a licensed securities
professional – he held Series 7 and 24 licenses – Yedid was an experienced corporate insider and
a board member of a public company.  He was also subject to the strict confidentiality clauses in
the Consulting Firm’s service agreements with its customers and he annually completed training
in relevant insider trading and compliance policies.
3. Nevertheless, Yedid repeatedly tipped his close friends, Kaufman and Jacobs,
between 2019 and 2024.  Yedid and Kaufman, both in their late 60’s, have known each other
since college and were roommates early in their careers.  They dined together regularly,
sometimes joined by Jacobs.  All three communicated regarding investment matters, both
separately and in some cases on joint emails.
4. Kaufman’s and Jacobs’ unlawful trading was lucrative for all three Defendants.
Collectively, they traded in the securities of at least five issuers based on Yedid’s tips.  Armed
with material nonpublic information about drug trial results, regulatory news, earnings, and
mergers, Kaufman and Jacobs purchased and sold shares and derivatives, netting more than
$480,000 and $36,000, respectively.  Kaufman then kicked back half of his proceeds, net of
taxes, to Yedid.

3

5. By engaging in this conduct, Yedid, Kaufman, and Jacobs violated the antifraud
provisions of 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].
NATURE OF PROCEEDING AND RELIEF SOUGHT
6. The Commission brings this action against Defendants pursuant to Section 21A of
the Exchange Act [15 U.S.C. § 78u-1] seeking a judgment from the Court: (a) enjoining
Defendants from engaging in future violations of Section 10(b) and Rule 10b-5 thereunder by
engaging in specified actions or activities relevant to such violations; (b) entering a conduct-
based injunction restraining and enjoining Ye d i d from acting as or being associated with any
broker or dealer; (c) ordering each Defendant to disgorge an amount equal to the profits gained
and losses avoided as a result of the actions described herein, with prejudgment interest; (d)
ordering each Defendant to pay a civil monetary penalty; and (e) entering an order prohibiting
Yedid from serving as an officer or director of a public company.
JURISDICTION AND VENUE
7. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), 21A
and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa(a)].
8. Venue in this district is proper pursuant to Section 27 of the Exchange Act [15
U.S.C. § 78aa].  Certain of the sales of securities and acts, practices, transactions, and courses of
business constituting the violations alleged in this Complaint occurred within this District, and
were effected, directly or indirectly, by making use of the means, instruments or instrumentalities
of transportation or communication in interstate commerce, or of the mails, or the facilities of
national securities exchanges.  Specifically, many of the securities purchases and

4

communications described in the Complaint occurred in this District.  In addition, Yedid’s and
Kaufman’s primary residences are in this District.
DEFENDANTS
9. Defendant Robert Yedid, age 67, resides in New York, New York.  During the
relevant period, Yedid served as a Managing Director of Consulting Firm and the relationship
manager overseeing Consulting Firm’s services to numerous public companies.  Yedid was
formerly registered with several SEC-registered broker-dealers.  Most recently, he was associated
with Brokerage, LLC (“Brokerage”), an affiliate of Consulting Firm.  Yedid held Series 7 and 24
licenses through Brokerage f rom 2016 to 2023, when he voluntarily surrendered his licenses.
Yedid majored in economics at Yale University and holds a Masters of Business Administration
from Stanford University.  Yedid has served as a director of a publicly traded biotechnology
company from October 2019 to January 29, 2025.  Consulting Firm fired Yedid in December
2024.
10. Defendant Andrew Kaufman, age 67, resides in New York, New York and is
retired.  Kaufman formerly worked in securities sales, trading, and research at a number of well-
known registered investment advisers/broker-dealers.  He was previously associated with
Commission registrants between 1997 and 2001 and held Series 7 and 63 licenses, among others.
Kaufman has an undergraduate degree from Yale University and graduated from the New York
University School of Law.
11. Defendant Mark Jacobs, age 77, resides in Malvern, Pennsylvania.  Jacobs was
associated with 13 different Commission registrants between 1998 and 2011.  He has held Series
7 and 63 licenses, among others.  Jacobs has an undergraduate degree in finance from Rider
University.

5

RELEVANT ENTITIES
12. Consulting Firm is a New York City-based investor relations consulting firm that
specializes in assisting healthcare and life-science companies with investor communications and
outreach.  It describes itself as the “largest integrated investor relations firm in healthcare and the
life sciences[.]”  It “develop[s] . . . corporate presentations, press releases, conference call
scripts, corporate fact sheets, [investor relations] websites, shareholder letters, and Q&A
documents.”  It also claims that its “relationships with the most impactful healthcare-focused
investors allow [Consulting Firm] to . . . effectively convey your story.”   Consulting Firm is a
subsidiary of a parent that also owns a registered broker-dealer and investment bank and several
other companies geared toward providing services to healthcare and life-science companies.
13. BioDelivery Sciences International, Inc. (“BioDelivery Sciences”) was a
specialty pharmaceuticals company working on treatments for chronic conditions.  BioDelivery
Sciences traded on Nasdaq under the symbol “BDSI.”  On March 22, 2022, Collegium
Pharmaceutical, Inc. acquired BioDelivery Sciences.
14. CincCor Pharma, Inc. (“CincCor”) was a clinical-stage biopharmaceutical
company focusing on treatments for hypertension and chronic kidney disease.  CinCor traded on
Nasdaq under the symbol “CINC.”  On February 24, 2023, AstraZeneca PLC acquired CinCor.
15. Inspire Medical Systems, Inc. (“Inspire”) is a medical technology company
focused on the development and commercialization of minimally invasive solutions for patients
with sleep apnea.  Inspire trades on the New York Stock Exchange under the symbol “I N S P.”
16. NanoX Imaging, Ltd. (“NanoX”) develops medical imaging technology and
other diagnostic medical products.  NanoX trades on Nasdaq under the symbol “NNOX.”

6

17. Oncocyte Corporation (“Oncocyte”) is the developer of non-invasive tests for
the early detection of cancer.  Oncocyte trades on the NYSE American under the symbol “OCX.”
FACTS
I. Yedid Had Access to Material Nonpublic Information and Knew He Had a Duty
to Keep It Confidential

18. As a Managing Director and relationship manager at Consulting Firm, Yedid’s
professional duties included advising public companies on how to communicate with investors
regarding study results, financial performance, regulatory developments, and mergers and
acquisitions.  To provide this advice and prepare suitable communications, Yedid necessarily
required access to material nonpublic information.  As Consulting Firm has emphasized on its
website, its team of finance and communications professionals will “successfully plan” investor
communications on behalf of public companies.
19. Yedid exploited his access to material nonpublic information through his role at
Consulting Firm.  For example, and as detailed further below, Yedid misappropriated information
he received in draft press releases and internal emails.  Further, given his role as a relationship
manager, Yedid routinely communicated with senior client officers and employees.  Yedid thus
obtained material nonpublic information in text messages and telephone calls and, as detailed
below, sometimes disclosed it to Kaufman and/or Jacobs.
20. Yedid knew he was required to keep client information confidential.  Handling
confidential client information was an essential part of his job.  To reinforce Yedid’s duty to
protect that information, Consulting Firm’s standard client contract, which governed its
relationship with clients such as Inspire, CincCor, NanoX, and Oncocyte, had a numbered
section for “Confidentiality.”  It defined confidential information as “all non-public scientific,
technical, business or financial information possessed or obtained by, developed for or given to

7

[the respective parties] which is treated by the Disclosing Party as confidential or proprietary,
whether or not labeled ‘Confidential.’”  The contract further stated that such information
included, among many other things, “test results, clinical trials, . . . as well as all other
information and other data which relates in any way of the Client’s . . . finances, . . . sales,
contracts or agreements[.]”  Finally, the contract emphasized that Consulting Firm “shall not
disclose to any person who is not party to this Agreement, any Confidential Information of the
Disclosing Party,” with a limited exception for disclosure that is “absolutely necessary” to allow
Consulting Firm to perform its duties under the contract or law.
21. Yedid was also a licensed securities professional, holding Series 7 and 24 licenses
through Brokerage.  In connection with his association with Brokerage, Yedid annually certified
that he had reviewed Brokerage’s compliance and insider trading policies.  Notably, the
Brokerage insider trading policy explained that “tipping others” was prohibited.  It defined
tipping as “disclosing to any person outside the Firm, including family members, any
information concerning any company or other entity learned in the course of their activities with
the Firm, whether or not such company or other entity is a client of the Firm.”  The policy also
stated, in all-capital letters on the first page, that “TRADING OR TIPPING ON THE BASIS OF
INSIDE INFORMATION COULD ALSO RESULT IN CIVIL OR CRIMINAL LIABILITY.”
22. Further, in connection with his Series 7 and 24 licenses, Brokerage required Yedid
to complete yearly compliance training, which covered topics such as material non-public
information and insider trading.  The training materials included examples of material non-public
information – such as, “[k]nown but unannounced future earnings or losses[,]” [p]ending or
proposed merger[,]” “[p]roduct announcements or scientific achievements.”  It also defined
insider trading and explained the consequences of insider trading violations.

8

II. Kaufman and Jacobs Are Close Friends with Yedid
23. Yedid and Kaufman have known each other since college at Yale and were
roommates early in their careers. They have vacationed together, attended the weddings of their
respective children, and live about four blocks apart.  During the relevant time period, they spoke
regularly, including more than 160 phone calls between February 2017 and January 2023.  They
also frequently dined together, with Kaufman sometimes handing Yedid envelopes of cash –
Yedid’s share of Kaufman’s trading proceeds.
24. Kaufman met Jacobs in the early 1990s when they worked together at a financial
services firm.  Yedid and Jacobs had previously worked together in the financial services
industry and maintained their friendship long after they began working for different employers.
Yedid and Jacobs also had at least 187 telephone calls between January 2017 and January 2023.
25. The three men regularly emailed each other about investing and regularly met for
dinner.  A January 24, 2020 email from Jacobs to Yedid, Kaufman, and a third friend, sums up
their relationship: “I wanted to thank you for dinner Wednesday night.  Great to spend time with
my long time, caring, and smart and savvy Wall Street...friends.”
III. Kaufman and Jacobs Are Former Securities Professionals and Sophisticated and
Experienced Traders

26. Both Kaufman and Jacobs spent a significant portion of their careers in the
securities industry and are sophisticated and experienced traders.  Kaufman formerly held
positions in securities sales, trading,  and research at multiple financial services firms, and was
associated with Commission registrants between 1997 and 2001.  Kaufman also holds a law
degree.  Jacobs has an undergraduate degree in finance and was associated with 13 Commission
registrant financial firms between 1998 and 2011.  During the Relevant Period, both Kaufman
and Jacobs were active and sophisticated securities traders, transacting regularly in multiple

9

accounts held at different brokerages.  In addition to purchasing and selling equities, including
selling short, both traded in options.
IV. Yedid Repeatedly Tipped Kaufman and Jacobs, Who Both Traded Profitably on
the Basis of That Information

27. On at least 10 occasions between 2019 and 2024, Ye d i d tipped material nonpublic
information to Kaufman and Jacobs, who then traded on the basis of that information.  Yedid
conveyed these tips both by phone and in person.  The trading was lucrative for all three men.
Yedid Tipped Kaufman and Jacobs about BioDelivery Sciences’ Acquisition by
Collegium Pharmaceuticals (“Collegium”)

28. BioDelivery Sciences was a Consulting Firm client from 2015 to 2022.  As Yedid
put it in a January 2022 email to BioDelivery Sciences, he and another “senior relationship
professional” at Consulting Firm “devoted substantial time” to providing services to BioDelivery
Sciences’ management team.
29. In December 2021 and early January 2022, BioDelivery Sciences and Collegium
engaged in high-level discussions regarding a potential transaction or corporate combination.
BioDelivery Sciences’ CEO at the time was directly involved in the negotiations.
30. On January 5, 2022, Yedid received an email from a Consulting Firm colleague
stating, “I am on a call with the team and the investor basically cornered [the CEO] into
admitting they are considering a merger with Collegium.  He has a terrible poker face.  I think
we need to give him a vague but firm way to avoid this question.”  In response, Yedid asked,
“which investor . . . ???”  Yedid subsequently responded, “Not Good!  Thanks for making me
aware of this.”
31. On January 12, 2022, Collegium submitted a written and nonbinding proposal to
acquire all of BioDelivery Sciences’ outstanding shares for $4.60 per share.  Five days later, at

10

10:51 at night, Yedid asked a colleague to review Consulting Firm’s client contract with
BioDelivery Sciences for a “change of control provision.”
32. On the afternoon of January 19, 2022, Yedid and the Consulting Firm team had a
call with BioDelivery Sciences.
33. On January 23, 2022, Jacobs called Yedid, with the call lasting seven minutes.
34. On January 25 and 26, 2022, BioDelivery Sciences rejected Collegium’s initial
proposal but granted it access to a data room.  Over the course of those two days, Jacobs bought
2,900 shares of BioDelivery Sciences across three brokerage accounts at an average of $3.68 per
share.
35. On January 26, 2022, Yedid had another call with BioDelivery Sciences.
Following the call, he sent BioDelivery Sciences an email requesting “a payment of 9 months of
fees at the closing of the transaction . . . .”
36. On January 28, 2022, at 12:25 pm, Yedid called Kaufman; the call lasted three
minutes.  Seventeen minutes later, Kaufman began buying 33,000 shares of BioDelivery
Sciences at an average price of $3.65 per share.  Kaufman used accounts at five different
brokerages to effectuate these purchases.
37. Kaufman did not just buy stock.  Twenty-one minutes after his January 28, 2022
call with Yedid, he also began buying soon to expire, in-or-near the money call options on
BioDelivery Sciences.  Specifically, he purchased 170 $3 calls expiring on February 18, 2022 for
approximately $11,499.  He also bought 90 $4 calls also expiring on February 18, 2022 for
approximately $707.
38. A call option allows the holder to purchase the reference stock at an agreed-upon
“strike price.”  A put option, on the other hand, allows the holder to sell the reference stock at an

11

agreed-upon strike price.   A call option is “in the money” if the current market price of the
reference stock is greater than the strike price.  For example, a call with a strike price of $3 is in
the money if the stock is trading at $4.  A put option is in the money if the current market price is
below the strike price.    Options can be used to bet on the movements in a stock price or to hedge
other positions.  Most options can only be exercised during a fixed, limited period of time, such
as one or three months.  Options that expire in the near future may be described as “short-dated.”
39. On January 31, 2022, Collegium submitted another proposal to acquire
BioDelivery Sciences’ common stock at $5.00 per share.  The next day, BioDelivery Sciences
informed Collegium it would be willing to proceed with a merger at $5.60 per share.  The same
day, at 2:47 pm, Yedid and Jacobs had a 16-minute call.
40. On February 2, 2022, Collegium increased its offer to $5.30 per share.  Yedid’s
calendar reflected a weekly call with BioDelivery Sciences for February 3rd.
41. On February 4, 2022, Yedid told a colleague that “I tried calling [the CEO] again
today, for the second time, and he keeps saying he’s not available.  either [sic] he’s super busy
[sic] we’re selling the company? ”  Later that day, Collegium submitted an all-cash offer to
buy BioDelivery Sciences’ shares at $5.60 per share.  Meanwhile, the same day, Jacobs bought
an additional 1,300 shares across two brokerage accounts at an average price of $3.62.
42. On February 6, 2022, at 12:23 pm, Yedid sent BioDelivery Sciences an outline to
help with internal and external communications following its acquisition.  At 8:13 that night,
Yedid called Jacobs and the two eventually spoke for five minutes.  At 8:28 pm, Yedid called
Kaufman, with the call lasting two minutes.
43. On February 7 and 8, 2022, Jacobs bought an additional 1500 shares of
BioDelivery Sciences across four brokerage accounts at an average price of $3.72 per share.

12

44. Finally, before the market opened on February 14, 2022, BioDelivery Sciences
announced it agreed to be acquired by Collegium at $5.60 per share.  The next day, Kaufman
promptly sold or exercised the call options and sold all 33,000 of his BioDelivery Sciences
shares for a total profit of approximately $106,917.  Between February 15 and 22, 2022, Jacobs
sold his shares for profits of $10,652.
Yedid Tipped Kaufman and Jacobs about CinCor Pharma, Inc.’s (“CinCor”) Positive
Drug Trial Results

45. Yedid was Consulting Firm’s relationship manager for CinCor.  On July 6, 2022,
Yedid emailed CinCor to ask about the status of the drug trial for a CinCor hypertension drug
called Baxdrostat.  Yedid’s email included a “Weekly Call Agenda” and noted that Baxdrostat’s
trial results may arrive at the end of July.  Accordingly, Yedid noted, there was a “draft in
progress” of a CinCor press release.
46. On July 11, 2022, Jacobs called Kaufman.
47. On July 13, 2022, CinCor’s Chief Financial and Business Development Officer
(“CFO”) learned that the Baxdrostat trial had positive results.  The same day, Yedid wrote an
internal email describing a text exchange with the CFO.  Yedid said that “it sounds like the
[Baxdrostat trial] data readout may be positive and they could have the data ready for release by
July 28, 29, or August 1.”
48. On July 16, 2022, Kaufman called Yedid.
49. On July 19, 2022, at 8:19 am, Yedid spoke with the CFO.  Yedid later received a
high-level “development deck” about the Baxdrostat trial from another CinCor employee.  At
10:51 am, Yedid emailed his Consulting Firm colleagues, stating: “I spoke with [CFO] today and
she said the data readout will likely be around Aug. 8
th
 rather Aug. 1 due to [a] delay in pulling
together the data.”

13

50. That evening, at 7:06 pm, Yedid called Kaufman.  The next morning, at 10:20 am,
Kaufman purchased 3,000 shares of CinCor stock at an average price of $25.52 per share.  In a
different brokerage account, Kaufman bought another 2,500 shares at an average price of $24.77
per share.
51. The same day, July 20, 2022, Yedid received the CinCor weekly meeting agenda,
which noted that the Baxdrostat trial results will be released the week of August 8th, 2022.
Jacobs also called Yedid, with the call lasting 99 seconds.
52. Kaufman’s purchases continued the next day.  On July 21, 2022, Kaufman bought
2,000 more CinCor shares in the first brokerage account at approximately $23.37 per share, and
another 500 shares in the second account at $24 per share.   The same day, CFO emailed a
colleague of Yedid’s at Consulting Firm with a copy of a draft press release about the Baxdrostat
trial.  The CFO’s email noted that she just got off the phone with Yedid and instructed the
colleague to call Yedid, who would explain the context of the draft.
53. On July 22, 2022, Yedid received a set of slides reflecting the Baxdrostat trial
results.  The slides are labeled “highly confidential.”
54. On July 31, 2022, Yedid called Jacobs, and the call lasted 100 seconds.  Between
August 1 and 4, 2022, Jacobs used two brokerage accounts to buy a total of 1,000 CinCor shares
at an average price of $22.73.
55. On August 5, 2022, Kaufman purchased 2,000 more CinCor shares at an average
price of approximately $23 across two brokerage accounts.
56. CinCor disclosed the positive Baxdrostat results before the market opened on
August 8, 2022.  Analysts and the market were impressed.  Oppenheimer wrote “we believe the
totality of the [Baxdrostat] data exceeds our best-case scenario” and it upgraded its price target

14

from $35 to $60.  Morgan Stanley wrote “we are encouraged by the data, and the positive update
increases our confidence for Baxdrostat in contraindications . . . .”  Morgan Stanley also upped
its CinCor price target from $31 to $45.  Jefferies wrote: “Strong Phase II treatment resistant data
hit our ‘home-run’ scenario and should support stock upside and the view [the drug] could be a
[potential] blockbuster cardiology pill.”  Jefferies also raised its price target from $30 to $50.
57. CinCor stock closed on Friday, August 5, 2022 at $23.45.  After the news, it
closed at $35.00 on August 8, 2022, up 49.25 percent on significantly higher than typical
volume.
58. On August 8, 2022, Jacobs sold 300 CinCor shares and continued to hold 700
shares, earning him realized and unrealized illicit profits of $11,024.  Between August 9 through
11, 2022, Kaufman sold 2,000 CinCor shares and continued to hold 8,000 shares.  He thus earned
a total of $81,963 in realized and unrealized illicit profits.
Yedid Tipped Kaufman about Inotiv’s Delayed Financial Results
59. Inotiv is a contract research company that provides drug discovery and
development services to pharmaceutical and medical device companies.  In early May 2024,
Yedid was Consulting Firm’s investor relations contact for a press release and 10-Q in which
Inotiv planned to disclose that it was delaying the release of its quarterly financial results, and
that the reason for the delay was that it needed additional time to complete accounting analyses
related to a Department of Justice investigation and ongoing settlement talks.
60. Inotiv issued the press release on May 9, 2024.  Four days later, it filed a form NT
10-Q providing additional details.  The filing disclosed a revenue estimate miss and a potential
adverse impact on debt covenants.  It also included a “going concern” statement, raising the
possibility that it would be unable to continue as a company.

15

61. Yedid tipped this material nonpublic information to Kaufman before it became
public.  On May 7 and 8, 2024, Kaufman sold short 20,000 Inotiv shares across three accounts,
yielding proceeds of $95,706.  An investor who sells short is betting that the price of a stock will
drop.  A short-seller borrows shares and sells them, paying a finance charge to the lender but
otherwise keeping the sale proceeds.  Then, if, as hoped, the market price drops, the short-seller
purchases the shares at a lower price than he sold them at, and returns the shares to the lender.
This is called “covering” a short.  His profits are the difference between the sale proceeds and the
subsequent purchase cost.
62. Following the filing of the Form NT 10-Q on May 13, 2024, including the “going
concern” statement, the price of Inotiv’s stock dropped more than 49 percent.  Between May 14
and 22, 2024, Kaufman bought 20,000 shares to cover his short position for a cost of
approximately $40,442, yielding an illicit profit of $55,264.
Yedid Repeatedly Tipped Kaufman and Jacobs Ahead of Public Announcements by
Inspire

63. Yedid was involved in a series of Inspire public announcements between 2019
and 2022.  At least two of these announcements listed Yedid as the investor relations contact.
Prior to these announcements, Yedid tipped material nonpublic information to Kaufman and
Jacobs – tips that, at least in some cases, Kaufman noted in the calendar on his phone.
64. For example, Inspire was expected to announce its second quarter 2022 financial
results on August 2, 2022.  On July 16, 2022, Kaufman called Yedid.  Four days later, Kaufman
bought 400 shares of Inspire at an average price of $204.25 per share.
65.  A calendar entry on Kaufman’s phone for August 3, 2022 stated: “Subject: Check
INSP options[.]  7/21/22 RAY [Robert A. Yedid] – announce 8/2 (stock - ~ 205 when we speak);

16

Shortest Calls at 8.19[.] ”  On July 29, 2022, Kaufman bought five Inspire August 19, 2022 call
options with a strike price of $210 for a total cost of $4,300.
66. After market close on August 2, 2022, Inspire announced its second quarter 2022
results and updated its 2022 outlook.  Yedid was listed as the investor contact.  On August 3,
2022, Inspire’s stock price rose from $216.83 to a high of $230.40, closing at $218.27.
67. That day, Kaufman sold his now in-the-money $210 call options for $6,676, an
illicit profit of approximately $2,376.  He also sold 300 Inspire shares at an average price of
$216.33 per share for profits of $3,700.  (He had sold 100 of the 400 shares he purchased on July
21st, prior to Inspire’s announcement.)
68. That episode continued a long-standing pattern.  In another example, after market
close on November 2, 2020, Inspire released very positive third quarter 2020 financial results.
The accompanying press release, listing Yedid as the investor contact, emphasized that Inspire
had significantly beat its revenue estimate and increased its 2020 revenue outlook.  The market
reacted positively, with Inspire’s stock price increasing 32 percent, to $160.50, by market close
on November 3, 2020.  Analyst commentary was effusive, including headlines like “INSP
Crushes 3Q” and commentary that described “significantly better than expected” results.
69. Yedid had tipped both Kaufman and Jacobs about Inspire’s impending November
2nd announcement.  Yedid and Jacobs had two calls on October 11, 2020, lasting a combined
four minutes.    Yedid also had a call with Kaufman, lasting five minutes.  An October 17, 2020
call between Yedid and Kaufman lasted another two minutes.  The October 18, 2020 calendar
entry on Kaufman’s phone revealed the extent to which Yedid and Kaufman coordinated
Kaufman’s trading so that both could profit.  It read: “Subject: Buy INSP 10/18 f/RAY – buy

17

before the 11/2 Earnings Release – Sell after that release.  $65k for of RAY and I = 500 shares
each.  Note stock has run from ~16 to ~130.”  (emphasis added).
70. Kaufman’s behavior tracked his calendar entry.  On October 28, 2020, he bought a
total of 1,000 Inspire shares in two accounts for an average cost of approximately $123 per share.
He was so certain that he purchased 550 of these on margin, for over $67,000.
71. Prior to the release on November 2, 2020, Jacobs bought 100 Inspire shares at an
average price of just over $122 per share.  Kaufman’s calendar entry for that day includes:
“Subject: Sell INSP 11/2 – Pre-Release: Expectations: $72/sh EPS, $22.75 mm Revs.”
Mistakenly assuming that Inspire had issued its financials before market open, Kaufman sold all
the shares he had purchased during the trading day on November 2nd.  Inspire released its
financials after the close of business that day.
72. Following the announcement, on November 3, 2020, Jacobs sold his 100 shares
for illicit proceeds of just under $2,200.
73. Similarly, on February 5, 2019, Inspire announced that five additional Blue Cross
plans with more than sixteen million members would cover Inspire’s sleep apnea therapy.
Following this news, the price of Inspire stock rose from $52.34 at the end of the day on
February 4, 2019, to $54.65 at the close on February 5, 2019, or 4.41 percent.
74. The day before, February 4, 2019, he had a short call with Yedid at 1:42 pm.  Just
over two hours later, Kaufman purchased 6,000 Inspire shares across two accounts.  In one
account, he used his entire available balance – approximately $209,000 – to purchase 4,000
shares.  Following the announcement, he immediately sold all 6,000 shares for profits of just
under $2,900.

18

75. A few months later, Inspire made two positive announcements on successive days.
First, it announced on May 6, 2019 that an additional 112 million people would be covered by
Blue Cross for Inspire’s main product.  The next day, Inspire disclosed positive financial results
for the first quarter 2019 on May 7, 2019, including a 62% growth in revenue over the first
quarter 2018 and an increase in annual guidance.  Kaufman and Jacobs both traded ahead of
these announcements.
76. On May 3, 2019, at 11:06 am, Yedid called Kaufman, with the call lasting four
minutes. Roughly two hours later, Yedid called Jacobs for an 11-minute call.  Those calls
prompted both Kaufman and Jacobs to start buying.  In the hours following his call, Jacobs
bought 600 Inspire shares across three accounts for an average price of $51.18.  Kaufman began
buying on May 3rd, eventually buying 6,000 Inspire shares by May 6th at an average price of
just over $51 per share.
77. After the market closed on May 6, 2019, Inspire announced that an additional 112
million people would be covered by Blue Cross for Inspire’s main product.  The announcement
listed Yedid as the investor contact.  The stock, which opened at $51.20, closed at $54.06.
Jacobs sold 100 shares the next day.
78. Inspire announced its positive financial results after the market closed on May 7,
2019.  Yedid was again listed on the press release as the investor contact.  The stock hit a high of
$54.90 on May 7 before closing at $52.18.
79. Kaufman sold 6,000 Inspire shares on May 8, 2019 for an average price of $52.47
and illicit profits of $7,588.  The same day, Jacobs sold 200 Inspire shares for an average price of
approximately $53.61 and illicit profits of $1,192.  He also held another 300 Inspire shares for
unrealized profits of approximately $560.

19

Yedid Tipped Kaufman about NanoX’s Material Nonpublic Information
80. On May 2, 2021, Yedid received copies of NanoX’s financial statements for the
first quarter 2021, along with a draft press release.  The draft press release disclosed that a
company supplier had delayed a critical component, which would delay NanoX product
shipments.  Between May 2 and 7, 2021, Yedid sent and received multiple emails regarding the
press release and a related script for a conference call to be held after the press release was
issued.  For example, on May 2, 2021, he received an email from a colleague that stated:
“Attached are the updated [NanoX] Q1 numbers into the revised release and script that [] sent
around this morning.  I’m also attaching the latest financials that [] sent around this afternoon.”
81. On May 5, 2021, Yedid and Kaufman had a two-minute phone call.  Between May
5 and 7, 2021, Kaufman sold 8,000 NanoX shares short at an average price of $29.48 per share.
A calendar entry for Kaufman’s phone for May 7, 2021, reads “RAY Earnings < [before] open on
Tue, 5/11 Short?”  That day, Kaufman purchased numerous short-dated, out-of-the-money
$28.50 to $30 put options, all expiring on May 14, 2021.
82. A May 11, 2021 calendar entry on Kaufman’s phone reads: “RAY – 5/2021 – will
miss earnings . . . . To be announced on Tues 5/11 BEFORE Check cover NNOX.” (emphasis
added).  Before markets opened on the 11th, the press release disclosed the supplier and
shipment issue, causing NanoX’s stock price to decline by over 18 percent.  Kaufman covered
his short position that day and closed out his options, reaping a combined $78,624 in illicit
proceeds.
83. Yedid and Kaufman were not done exploiting NanoX’s material nonpublic
information.  On July 25, 2021, Yedid spoke with NanoX’s CEO, who told Yedid that NanoX had
“two acquisitions where the board is not yet signed off.”  On July 29, 2021, Yedid received a

20

copy of NanoX’s financial statements.  Three days later, he received a draft script for an analyst
conference call to coincide with the release of NanoX’s financials.  The draft script noted both
the potential acquisitions and, importantly, significant management changes, including the
announcement of a new CEO and the departure of the CFO.
84. On August 2, 2021, Yedid received and commented on a draft press release that
noted the financial results, acquisitions, and management changes.  The next day, Yedid and
Jacobs had a six-minute phone call.
85. On August 4, 2021 Jacobs, betting that the NanoX stock would go down, bought a
NanoX $29 put, expiring on August 13, 2021, and sold two NanoX calls for combined proceeds
of just under $290.  The following day, Jacobs sold short 100 NanoX shares at $30.10 per share.
He followed that on August 6, 2021 by purchasing two NanoX puts with a strike price of $29,
expiring August 13, 2021.
86. An August 6, 2021 calendar entry on Kaufman’s phone reflects that he had dinner
with Yedid.   On the 6th, Kaufman sold short 4,000 NanoX shares at an average price of $30.17.
Between August 6 and August 10, 2021, Kaufman also bought 60 out-of-the-money NanoX puts
at strike prices between $27 and $30, all expiring on August 13, 2021.
87. On August 10, 2021, at 7:52 am – before the market open and before NanoX
announced its financials minutes later – Jacobs sold 100 NanoX shares at $30.00 per share,
allowing him to avoid losses.  He had purchased those shares on August 4, 2021.
88. At 8:00 am on August 10, 2021, NanoX announced its second quarter 2021
financials and disclosed the management changes and acquisitions.  Analysts and the market
reacted negatively to the disclosures, with NanoX’s stock suffering a 13 percent decline by close

21

of business that day.  Taking advantage of this sudden drop, Kaufman promptly covered his short
positions and sold his put options for combined illicit profits of $28,958.
89. Between August 10 and 12, 2021, Jacobs sold the three $29 NanoX puts for illicit
profits of $365.  On the 10th, he also covered his short sale by buying 100 NanoX shares at
$26.41, for illicit profits of $369.
90. Over the ensuing two weeks, Yedid and Kaufman used the same pattern to again
earn illicit trading profits.  On August 12, 2021, NanoX received a letter from the Food and Drug
Administration (“FDA”) noting deficiencies in NanoX’s premarket submission for approval of
the NanoX.ARC medical imaging device.
91. On August 18, 2021, at 2:41 pm, Yedid was forwarded an internal email thread in
which Consulting Firm personnel weighed how NanoX should disclose the FDA letter.  The
employee who forwarded the thread to Yedid suggested that “Bob [Yedid] or [another Consulting
Firm employee] should answer” a question about whether NanoX should send a statement to the
website MarketWatch.  Yedid responded almost immediately, noting that “if we plan on making a
press release tomorrow morning, then we MUST notify NASDAQ and MarketWatch at least 10
minutes prior to the release time.  I would suggest an 8:00 am release time.”
92. Less than 20 minutes after sending that email, Yedid and Kaufman had a one-
minute call.  Immediately after the call, beginning at 3:05 pm, Kaufman sold short 2,000 NanoX
shares at $24.35.  Five minutes after that, Kaufman used three brokerage accounts to buy thirty
$24 puts, thirty $23.50 puts, and fifty $23 puts, all expiring on August 20, 2021.
93. Between 3:42 and 4:21 pm, Yedid received drafts of NanoX’s proposed 6-K filing
and provided responses, reviewed the draft, and signed off.  Before the market opened the
following morning, August 19, 2021, Yedid wrote to NanoX that he “would recommend making

22

this filing be made [sic] before the market opens today, since the letter from the FDA was
received on August 12th.”  Yedid, emphasizing the materiality of the information, continued:
“Many investors will regard this information as important and would like to learn about it
promptly.”
94. NanoX heeded his advice and filed an SEC Form 6-K on the morning of the 19th,
which disclosed that NanoX’s submission to the FDA was on hold pending NanoX’s response to
the FDA’s list of deficiencies.  Analyst coverage of the disclosure ranged from negative to
concerned, and NanoX’s stock price closed down 9.5 percent that day.  Kaufman promptly
covered his short position and sold his put options for total illicit proceeds of $23,852.
Yedid Tipped Kaufman and Jacobs about Oncocyte’s Positive Trial Results
95. Oncocyte develops non-invasive blood and urine diagnostic tests (liquid biopsies)
for the early detection of cancer.  On January 29, 2019, Oncocyte announced the positive results
of a research and development validation study demonstrating the accuracy of a liquid biopsy
test called DetermaVu for lung cancer.  Analysts and investors celebrated the good news; the
price of Oncocyte’s stock increased over 207 percent in one day.  As one analyst put it,
“Oncocyte’s novel technology in the compelling lung cancer market is proving to be a diagnostic
breakthrough . . .”  The analyst added that “[t]he positive result of the R&D Validation Study is a
great indicator of how commercially viable DetermaVu will be moving forward.”
96. Yedid tipped Kaufman and Jacobs about the information before it became public,
allowing them to earn substantial trading profits.
97. Yedid learned of the study on November 18, 2018.  He and Kaufman had a two-
minute phone call the next day.  They would have another phone call – lasting three minutes – on
January 4, 2019.

23

98. On January 10, 2019, Oncocyte informed Yedid and other Consulting Firm
employees that the study had a positive outcome.  On or about that day, Oncocyte began working
on a press release announcing the results.  Yedid was involved in preparing that press release and
would eventually be listed on it as the investor contact.  On both January 13 and 14, 2019, Yedid
received calls from Oncocyte’s Chief Financial Officer, with the call on the 13th lasting five
minutes.
99. Between January 15 and 22, 2019, Kaufman bought 27,004 Oncocyte shares
across two brokerage accounts.
100. On January 25, 2019, at 10:01 am, Yedid and Jacobs had a two-minute phone call.
At 3:33 that day, Jacobs began purchasing 2,600 Oncocyte shares at an average of $1.90 per
share.
101. After Oncocyte disclosed the positive news on January 29, 2019, Kaufman sold
all 27,004 shares for illicit profits of $97,560, while Jacobs sold his shares for $9,467 in illicit
profits.
102.   A few months later, the Financial Industry Regulatory Authority (“FINRA”)
asked Oncocyte to identify those with material non-public information about the study before its
public disclosure.  Oncocyte reported that Yedid had material non-public information no later
than November 18, 2018.  Oncocyte then asked Consulting Firm to identify anyone who may
have known certain traders in Oncocyte, including Kaufman.  Consulting Firm forwarded that
request, which made it clear the information would be provided to FINRA, to Yedid and others.
In response, on May 10, 2019, Yedid admitted he knew Kaufman as a friend and that he saw him
“a few times a year for dinner.”  But Yedid denied having any contact with Kaufman between

24

November 18, 2018 and January 29, 2019, despite, at a minimum, the three phone calls listed
above.
Defendants We re Confronted by the Federal Bureau of Investigation (“FBI”) and
Kaufman Destroyed Evidence

103. In November 2024, the FBI approached the Defendants and executed search
warrants.  During interviews conducted in tandem with the executing of the warrants, Yedid
denied tipping and Kaufman claimed that he did not trade on recommendations from Yedid.
Kaufman then deleted a master trading spreadsheet he maintained and bought an untraceable
phone for communications with Yedid.
104. Jacobs admitted to the FBI that he had received tips from a friend but refused to
identify who.
CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(All Defendants)
105. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 to 104 as if fully set forth herein.
106. Yedid knew that, as a senior employee and relationship manager at Consulting
Firm, he was under a duty not to disclose nonpublic information that he learned about Consulting
Firm clients.  In addition to his training and experience as a securities professional, he was also a
board member of a public company, and he annually certified his understanding of
confidentiality and insider trading rules.  Consulting Firm’s contracts with its clients also made
clear that client information must not be disclosed externally.
107. In violation of his duty and Consulting Firm’s client contracts, Yedid intentionally
or recklessly conveyed material nonpublic information to Kaufman and Jacobs, who had both

25

worked in the securities industry.  Kaufman and Jacobs both also maintained multiple brokerage
accounts, where they regularly traded stocks and options.
108. Yedid received personal benefits from his tips.  Kaufman shared his illicit trading
profits, net of taxes, with Yedid by handing Yedid envelopes of cash.  Yedid also received the
benefit of providing gifts of information to close friends.
109. Kaufman and Jacobs purchased stocks, sold short stocks, and purchased options,
based on the material nonpublic information they received from Yedid.  Kaufman and Jacobs
knew, or were reckless in not knowing, or consciously avoided knowing that the tips they
received from Yedid were conveyed in breach of a fiduciary duty or similar obligation arising
from a relationship of trust and confidence, and in exchange for a personal benefit.
110. Defendants, with scienter, by use of the means or instrumentalities of interstate
commerce or of the mails, in connection with the purchase or sale of securities, directly or
indirectly:
(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/or
(c) engaged in acts, practices, or courses of business which operated or would operate as
a fraud or deceit upon any person.
111. By reason of the actions alleged herein, Defendants violated 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] and
unless restrained and enjoined will continue to do so.

26

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a Final
Judgment:
A. Finding that the Defendants violated the provisions of the federal securities laws
as alleged herein;
B. In a form consistent with Federal Rule Civil Procedure 65(d), permanently
restraining and enjoining Defendants from, directly or indirectly, engaging in conduct in
violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder;
C. Permanently restraining and enjoining Ye d i d from, directly or indirectly, acting as
or being associated with any broker or dealer;
D. Ordering Defendants to disgorge their ill-gotten gains, to include on a joint and
several basis if appropriate, plus prejudgment interest thereon, pursuant to Sections 21(d)(3)(5)
and (7) of the Exchange Act, [15 U.S.C. § 78u(d)(3), (5), and (7)];
E. Ordering Defendants to pay civil money penalties pursuant to Section 21A of the
Exchange Act [15 U.S.C. § 78u-1];
F. Ordering that Defendant Robert Yedid be prohibited from acting as an officer or
director of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. 78l] or that is required to file reports pursuant to Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)]; and
G. Granting such other and further relief as this Court may deem just, equitable, and
necessary.
JURY DEMAND
The Commission demands a trial by jury on all issues so triable.

27

Dated:  August 14, 2025    Respectfully submitted,

______/s/ Daniel Maher________________
Daniel Maher (pro hac vice filed herewith)
SECURITIES AND EXCHANGE
COMMISSION
100 F Street, N.E.
Washington, DC 20549
(202) 551-4737
[email protected]
Counsel for Plaintiff

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 

SECURITIES AND EXCHANGE COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 

ROBERT YEDID, ANDREW KAUFMAN, and 
MARK JACOBS 
  
                                             Defendants  
 
        

 
 
  
No. 1:25-CV-06704      
 
   
JURY TRIAL DEMANDED 
  
           
          

 
COMPLAINT 

 Plaintiff United States Securities and Exchange Commission (the “SEC” or 

“Commission”), for its Complaint against Defendants Robert Yedid, Andrew Kaufman, and 

Mark Jacobs, alleges as follows: 

SUMMARY 

1. This action involves insider trading by Defendants Andrew Kaufman and Mark 

Jacobs in the securities of numerous public companies based on material nonpublic information 

provided by Defendant Robert Yedid from at least 2019 through 2024.  During that time, Yedid 

was a Managing Director at a consulting firm that assists pharmaceutical and biotechnology 

companies with investor communications (“Consulting Firm”).  In that role, Yedid obtained 

material nonpublic information about Consulting Firm’s public company clients, including drug 

trial results, financial and regulatory information, and mergers and acquisitions.  Yedid 

repeatedly shared that material nonpublic information with his close friends Kaufman and 

Jacobs, who then engaged in lucrative insider trading.  Kaufman shared his illicit proceeds with 

Yedid by handing him envelopes of cash.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 1 of 27



2 
 

2. Yedid’s conduct violated the duty of trust and confidence he owed Consulting 

Firm and its clients.  During the relevant time, Consulting Firm handled “the creation of all [of 

its clients’] key investor-facing collateral materials, including corporate presentations, press 

releases, conference call scripts, corporate fact sheets, [investor relations] websites, shareholder 

letters, and Q&A documents.”  To prepare these materials, Consulting Firm necessarily received 

material nonpublic information about its clients’ businesses.  Yedid knew he was required to 

protect that information from public disclosure.  In addition to being a licensed securities 

professional – he held Series 7 and 24 licenses – Yedid was an experienced corporate insider and 

a board member of a public company.  He was also subject to the strict confidentiality clauses in 

the Consulting Firm’s service agreements with its customers and he annually completed training 

in relevant insider trading and compliance policies.   

3. Nevertheless, Yedid repeatedly tipped his close friends, Kaufman and Jacobs, 

between 2019 and 2024.  Yedid and Kaufman, both in their late 60’s, have known each other 

since college and were roommates early in their careers.  They dined together regularly, 

sometimes joined by Jacobs.  All three communicated regarding investment matters, both 

separately and in some cases on joint emails. 

4. Kaufman’s and Jacobs’ unlawful trading was lucrative for all three Defendants.  

Collectively, they traded in the securities of at least five issuers based on Yedid’s tips.  Armed 

with material nonpublic information about drug trial results, regulatory news, earnings, and 

mergers, Kaufman and Jacobs purchased and sold shares and derivatives, netting more than 

$480,000 and $36,000, respectively.  Kaufman then kicked back half of his proceeds, net of 

taxes, to Yedid.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 2 of 27



3 
 

5. By engaging in this conduct, Yedid, Kaufman, and Jacobs violated the antifraud 

provisions of 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]. 

NATURE OF PROCEEDING AND RELIEF SOUGHT 

6. The Commission brings this action against Defendants pursuant to Section 21A of 

the Exchange Act [15 U.S.C. § 78u-1] seeking a judgment from the Court: (a) enjoining 

Defendants from engaging in future violations of Section 10(b) and Rule 10b-5 thereunder by 

engaging in specified actions or activities relevant to such violations; (b) entering a conduct-

based injunction restraining and enjoining Yedid from acting as or being associated with any 

broker or dealer; (c) ordering each Defendant to disgorge an amount equal to the profits gained 

and losses avoided as a result of the actions described herein, with prejudgment interest; (d) 

ordering each Defendant to pay a civil monetary penalty; and (e) entering an order prohibiting 

Yedid from serving as an officer or director of a public company. 

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), 21A 

and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa(a)]. 

8. Venue in this district is proper pursuant to Section 27 of the Exchange Act [15 

U.S.C. § 78aa].  Certain of the sales of securities and acts, practices, transactions, and courses of 

business constituting the violations alleged in this Complaint occurred within this District, and 

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

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

national securities exchanges.  Specifically, many of the securities purchases and 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 3 of 27



4 
 

communications described in the Complaint occurred in this District.  In addition, Yedid’s and 

Kaufman’s primary residences are in this District.   

DEFENDANTS 

9. Defendant Robert Yedid, age 67, resides in New York, New York.  During the 

relevant period, Yedid served as a Managing Director of Consulting Firm and the relationship 

manager overseeing Consulting Firm’s services to numerous public companies.  Yedid was 

formerly registered with several SEC-registered broker-dealers.  Most recently, he was associated 

with Brokerage, LLC (“Brokerage”), an affiliate of Consulting Firm.  Yedid held Series 7 and 24 

licenses through Brokerage from 2016 to 2023, when he voluntarily surrendered his licenses.  

Yedid majored in economics at Yale University and holds a Masters of Business Administration 

from Stanford University.  Yedid has served as a director of a publicly traded biotechnology 

company from October 2019 to January 29, 2025.  Consulting Firm fired Yedid in December 

2024.   

10. Defendant Andrew Kaufman, age 67, resides in New York, New York and is 

retired.  Kaufman formerly worked in securities sales, trading, and research at a number of well-

known registered investment advisers/broker-dealers.  He was previously associated with 

Commission registrants between 1997 and 2001 and held Series 7 and 63 licenses, among others.  

Kaufman has an undergraduate degree from Yale University and graduated from the New York 

University School of Law.   

11. Defendant Mark Jacobs, age 77, resides in Malvern, Pennsylvania.  Jacobs was 

associated with 13 different Commission registrants between 1998 and 2011.  He has held Series 

7 and 63 licenses, among others.  Jacobs has an undergraduate degree in finance from Rider 

University.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 4 of 27



5 
 

RELEVANT ENTITIES 

12. Consulting Firm is a New York City-based investor relations consulting firm that 

specializes in assisting healthcare and life-science companies with investor communications and 

outreach.  It describes itself as the “largest integrated investor relations firm in healthcare and the 

life sciences[.]”  It “develop[s] . . . corporate presentations, press releases, conference call 

scripts, corporate fact sheets, [investor relations] websites, shareholder letters, and Q&A 

documents.”  It also claims that its “relationships with the most impactful healthcare-focused 

investors allow [Consulting Firm] to . . . effectively convey your story.”   Consulting Firm is a 

subsidiary of a parent that also owns a registered broker-dealer and investment bank and several 

other companies geared toward providing services to healthcare and life-science companies.   

13. BioDelivery Sciences International, Inc. (“BioDelivery Sciences”) was a 

specialty pharmaceuticals company working on treatments for chronic conditions.  BioDelivery 

Sciences traded on Nasdaq under the symbol “BDSI.”  On March 22, 2022, Collegium 

Pharmaceutical, Inc. acquired BioDelivery Sciences.  

14. CincCor Pharma, Inc. (“CincCor”) was a clinical-stage biopharmaceutical 

company focusing on treatments for hypertension and chronic kidney disease.  CinCor traded on 

Nasdaq under the symbol “CINC.”  On February 24, 2023, AstraZeneca PLC acquired CinCor. 

15. Inspire Medical Systems, Inc. (“Inspire”) is a medical technology company 

focused on the development and commercialization of minimally invasive solutions for patients 

with sleep apnea.  Inspire trades on the New York Stock Exchange under the symbol “INSP.”    

16. NanoX Imaging, Ltd. (“NanoX”) develops medical imaging technology and 

other diagnostic medical products.  NanoX trades on Nasdaq under the symbol “NNOX.” 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 5 of 27



6 
 

17. Oncocyte Corporation (“Oncocyte”) is the developer of non-invasive tests for 

the early detection of cancer.  Oncocyte trades on the NYSE American under the symbol “OCX.” 

FACTS 

I. Yedid Had Access to Material Nonpublic Information and Knew He Had a Duty 
to Keep It Confidential 
 

18. As a Managing Director and relationship manager at Consulting Firm, Yedid’s 

professional duties included advising public companies on how to communicate with investors 

regarding study results, financial performance, regulatory developments, and mergers and 

acquisitions.  To provide this advice and prepare suitable communications, Yedid necessarily 

required access to material nonpublic information.  As Consulting Firm has emphasized on its 

website, its team of finance and communications professionals will “successfully plan” investor 

communications on behalf of public companies.   

19. Yedid exploited his access to material nonpublic information through his role at 

Consulting Firm.  For example, and as detailed further below, Yedid misappropriated information 

he received in draft press releases and internal emails.  Further, given his role as a relationship 

manager, Yedid routinely communicated with senior client officers and employees.  Yedid thus 

obtained material nonpublic information in text messages and telephone calls and, as detailed 

below, sometimes disclosed it to Kaufman and/or Jacobs.   

20. Yedid knew he was required to keep client information confidential.  Handling 

confidential client information was an essential part of his job.  To reinforce Yedid’s duty to 

protect that information, Consulting Firm’s standard client contract, which governed its 

relationship with clients such as Inspire, CincCor, NanoX, and Oncocyte, had a numbered 

section for “Confidentiality.”  It defined confidential information as “all non-public scientific, 

technical, business or financial information possessed or obtained by, developed for or given to 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 6 of 27



7 
 

[the respective parties] which is treated by the Disclosing Party as confidential or proprietary, 

whether or not labeled ‘Confidential.’”  The contract further stated that such information 

included, among many other things, “test results, clinical trials, . . . as well as all other 

information and other data which relates in any way of the Client’s . . . finances, . . . sales, 

contracts or agreements[.]”  Finally, the contract emphasized that Consulting Firm “shall not 

disclose to any person who is not party to this Agreement, any Confidential Information of the 

Disclosing Party,” with a limited exception for disclosure that is “absolutely necessary” to allow 

Consulting Firm to perform its duties under the contract or law.   

21. Yedid was also a licensed securities professional, holding Series 7 and 24 licenses 

through Brokerage.  In connection with his association with Brokerage, Yedid annually certified 

that he had reviewed Brokerage’s compliance and insider trading policies.  Notably, the 

Brokerage insider trading policy explained that “tipping others” was prohibited.  It defined 

tipping as “disclosing to any person outside the Firm, including family members, any 

information concerning any company or other entity learned in the course of their activities with 

the Firm, whether or not such company or other entity is a client of the Firm.”  The policy also 

stated, in all-capital letters on the first page, that “TRADING OR TIPPING ON THE BASIS OF 

INSIDE INFORMATION COULD ALSO RESULT IN CIVIL OR CRIMINAL LIABILITY.”   

22. Further, in connection with his Series 7 and 24 licenses, Brokerage required Yedid 

to complete yearly compliance training, which covered topics such as material non-public 

information and insider trading.  The training materials included examples of material non-public 

information – such as, “[k]nown but unannounced future earnings or losses[,]” [p]ending or 

proposed merger[,]” “[p]roduct announcements or scientific achievements.”  It also defined 

insider trading and explained the consequences of insider trading violations.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 7 of 27



8 
 

II. Kaufman and Jacobs Are Close Friends with Yedid 

23. Yedid and Kaufman have known each other since college at Yale and were 

roommates early in their careers. They have vacationed together, attended the weddings of their 

respective children, and live about four blocks apart.  During the relevant time period, they spoke 

regularly, including more than 160 phone calls between February 2017 and January 2023.  They 

also frequently dined together, with Kaufman sometimes handing Yedid envelopes of cash – 

Yedid’s share of Kaufman’s trading proceeds.    

24. Kaufman met Jacobs in the early 1990s when they worked together at a financial 

services firm.  Yedid and Jacobs had previously worked together in the financial services 

industry and maintained their friendship long after they began working for different employers.  

Yedid and Jacobs also had at least 187 telephone calls between January 2017 and January 2023.  

25. The three men regularly emailed each other about investing and regularly met for 

dinner.  A January 24, 2020 email from Jacobs to Yedid, Kaufman, and a third friend, sums up 

their relationship: “I wanted to thank you for dinner Wednesday night.  Great to spend time with 

my long time, caring, and smart and savvy Wall Street…friends.” 

III. Kaufman and Jacobs Are Former Securities Professionals and Sophisticated and 
Experienced Traders 

 
26. Both Kaufman and Jacobs spent a significant portion of their careers in the 

securities industry and are sophisticated and experienced traders.  Kaufman formerly held 

positions in securities sales, trading, and research at multiple financial services firms, and was 

associated with Commission registrants between 1997 and 2001.  Kaufman also holds a law 

degree.  Jacobs has an undergraduate degree in finance and was associated with 13 Commission 

registrant financial firms between 1998 and 2011.  During the Relevant Period, both Kaufman 

and Jacobs were active and sophisticated securities traders, transacting regularly in multiple 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 8 of 27



9 
 

accounts held at different brokerages.  In addition to purchasing and selling equities, including 

selling short, both traded in options. 

IV. Yedid Repeatedly Tipped Kaufman and Jacobs, Who Both Traded Profitably on 
the Basis of That Information 
 

27. On at least 10 occasions between 2019 and 2024, Yedid tipped material nonpublic 

information to Kaufman and Jacobs, who then traded on the basis of that information.  Yedid 

conveyed these tips both by phone and in person.  The trading was lucrative for all three men. 

Yedid Tipped Kaufman and Jacobs about BioDelivery Sciences’ Acquisition by 
Collegium Pharmaceuticals (“Collegium”) 

 
28. BioDelivery Sciences was a Consulting Firm client from 2015 to 2022.  As Yedid 

put it in a January 2022 email to BioDelivery Sciences, he and another “senior relationship 

professional” at Consulting Firm “devoted substantial time” to providing services to BioDelivery 

Sciences’ management team. 

29. In December 2021 and early January 2022, BioDelivery Sciences and Collegium 

engaged in high-level discussions regarding a potential transaction or corporate combination.  

BioDelivery Sciences’ CEO at the time was directly involved in the negotiations. 

30. On January 5, 2022, Yedid received an email from a Consulting Firm colleague 

stating, “I am on a call with the team and the investor basically cornered [the CEO] into 

admitting they are considering a merger with Collegium.  He has a terrible poker face.  I think 

we need to give him a vague but firm way to avoid this question.”  In response, Yedid asked, 

“which investor . . . ???”  Yedid subsequently responded, “Not Good!  Thanks for making me 

aware of this.” 

31. On January 12, 2022, Collegium submitted a written and nonbinding proposal to 

acquire all of BioDelivery Sciences’ outstanding shares for $4.60 per share.  Five days later, at 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 9 of 27



10 
 

10:51 at night, Yedid asked a colleague to review Consulting Firm’s client contract with 

BioDelivery Sciences for a “change of control provision.”   

32. On the afternoon of January 19, 2022, Yedid and the Consulting Firm team had a 

call with BioDelivery Sciences.   

33. On January 23, 2022, Jacobs called Yedid, with the call lasting seven minutes.   

34. On January 25 and 26, 2022, BioDelivery Sciences rejected Collegium’s initial 

proposal but granted it access to a data room.  Over the course of those two days, Jacobs bought 

2,900 shares of BioDelivery Sciences across three brokerage accounts at an average of $3.68 per 

share.   

35. On January 26, 2022, Yedid had another call with BioDelivery Sciences.  

Following the call, he sent BioDelivery Sciences an email requesting “a payment of 9 months of 

fees at the closing of the transaction . . . .” 

36. On January 28, 2022, at 12:25 pm, Yedid called Kaufman; the call lasted three 

minutes.  Seventeen minutes later, Kaufman began buying 33,000 shares of BioDelivery 

Sciences at an average price of $3.65 per share.  Kaufman used accounts at five different 

brokerages to effectuate these purchases. 

37. Kaufman did not just buy stock.  Twenty-one minutes after his January 28, 2022 

call with Yedid, he also began buying soon to expire, in-or-near the money call options on 

BioDelivery Sciences.  Specifically, he purchased 170 $3 calls expiring on February 18, 2022 for 

approximately $11,499.  He also bought 90 $4 calls also expiring on February 18, 2022 for 

approximately $707.   

38. A call option allows the holder to purchase the reference stock at an agreed-upon 

“strike price.”  A put option, on the other hand, allows the holder to sell the reference stock at an 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 10 of 27



11 
 

agreed-upon strike price.  A call option is “in the money” if the current market price of the 

reference stock is greater than the strike price.  For example, a call with a strike price of $3 is in 

the money if the stock is trading at $4.  A put option is in the money if the current market price is 

below the strike price.  Options can be used to bet on the movements in a stock price or to hedge 

other positions.  Most options can only be exercised during a fixed, limited period of time, such 

as one or three months.  Options that expire in the near future may be described as “short-dated.” 

39. On January 31, 2022, Collegium submitted another proposal to acquire 

BioDelivery Sciences’ common stock at $5.00 per share.  The next day, BioDelivery Sciences 

informed Collegium it would be willing to proceed with a merger at $5.60 per share.  The same 

day, at 2:47 pm, Yedid and Jacobs had a 16-minute call. 

40. On February 2, 2022, Collegium increased its offer to $5.30 per share.  Yedid’s 

calendar reflected a weekly call with BioDelivery Sciences for February 3rd.   

41. On February 4, 2022, Yedid told a colleague that “I tried calling [the CEO] again 

today, for the second time, and he keeps saying he’s not available.  either [sic] he’s super busy 

[sic] we’re selling the company? 😊😊”  Later that day, Collegium submitted an all-cash offer to 

buy BioDelivery Sciences’ shares at $5.60 per share.  Meanwhile, the same day, Jacobs bought 

an additional 1,300 shares across two brokerage accounts at an average price of $3.62. 

42. On February 6, 2022, at 12:23 pm, Yedid sent BioDelivery Sciences an outline to 

help with internal and external communications following its acquisition.  At 8:13 that night, 

Yedid called Jacobs and the two eventually spoke for five minutes.  At 8:28 pm, Yedid called 

Kaufman, with the call lasting two minutes.   

43. On February 7 and 8, 2022, Jacobs bought an additional 1500 shares of 

BioDelivery Sciences across four brokerage accounts at an average price of $3.72 per share. 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 11 of 27



12 
 

44. Finally, before the market opened on February 14, 2022, BioDelivery Sciences 

announced it agreed to be acquired by Collegium at $5.60 per share.  The next day, Kaufman 

promptly sold or exercised the call options and sold all 33,000 of his BioDelivery Sciences 

shares for a total profit of approximately $106,917.  Between February 15 and 22, 2022, Jacobs 

sold his shares for profits of $10,652.   

Yedid Tipped Kaufman and Jacobs about CinCor Pharma, Inc.’s (“CinCor”) Positive 
Drug Trial Results 

 
45. Yedid was Consulting Firm’s relationship manager for CinCor.  On July 6, 2022, 

Yedid emailed CinCor to ask about the status of the drug trial for a CinCor hypertension drug 

called Baxdrostat.  Yedid’s email included a “Weekly Call Agenda” and noted that Baxdrostat’s 

trial results may arrive at the end of July.  Accordingly, Yedid noted, there was a “draft in 

progress” of a CinCor press release.  

46. On July 11, 2022, Jacobs called Kaufman. 

47. On July 13, 2022, CinCor’s Chief Financial and Business Development Officer 

(“CFO”) learned that the Baxdrostat trial had positive results.  The same day, Yedid wrote an 

internal email describing a text exchange with the CFO.  Yedid said that “it sounds like the 

[Baxdrostat trial] data readout may be positive and they could have the data ready for release by 

July 28, 29, or August 1.”   

48. On July 16, 2022, Kaufman called Yedid.   

49. On July 19, 2022, at 8:19 am, Yedid spoke with the CFO.  Yedid later received a 

high-level “development deck” about the Baxdrostat trial from another CinCor employee.  At 

10:51 am, Yedid emailed his Consulting Firm colleagues, stating: “I spoke with [CFO] today and 

she said the data readout will likely be around Aug. 8th rather Aug. 1 due to [a] delay in pulling 

together the data.”   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 12 of 27



13 
 

50. That evening, at 7:06 pm, Yedid called Kaufman.  The next morning, at 10:20 am, 

Kaufman purchased 3,000 shares of CinCor stock at an average price of $25.52 per share.  In a 

different brokerage account, Kaufman bought another 2,500 shares at an average price of $24.77 

per share. 

51. The same day, July 20, 2022, Yedid received the CinCor weekly meeting agenda, 

which noted that the Baxdrostat trial results will be released the week of August 8th, 2022.  

Jacobs also called Yedid, with the call lasting 99 seconds. 

52. Kaufman’s purchases continued the next day.  On July 21, 2022, Kaufman bought 

2,000 more CinCor shares in the first brokerage account at approximately $23.37 per share, and 

another 500 shares in the second account at $24 per share.  The same day, CFO emailed a 

colleague of Yedid’s at Consulting Firm with a copy of a draft press release about the Baxdrostat 

trial.  The CFO’s email noted that she just got off the phone with Yedid and instructed the 

colleague to call Yedid, who would explain the context of the draft. 

53. On July 22, 2022, Yedid received a set of slides reflecting the Baxdrostat trial 

results.  The slides are labeled “highly confidential.”   

54. On July 31, 2022, Yedid called Jacobs, and the call lasted 100 seconds.  Between 

August 1 and 4, 2022, Jacobs used two brokerage accounts to buy a total of 1,000 CinCor shares 

at an average price of $22.73.   

55. On August 5, 2022, Kaufman purchased 2,000 more CinCor shares at an average 

price of approximately $23 across two brokerage accounts. 

56. CinCor disclosed the positive Baxdrostat results before the market opened on 

August 8, 2022.  Analysts and the market were impressed.  Oppenheimer wrote “we believe the 

totality of the [Baxdrostat] data exceeds our best-case scenario” and it upgraded its price target 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 13 of 27



14 
 

from $35 to $60.  Morgan Stanley wrote “we are encouraged by the data, and the positive update 

increases our confidence for Baxdrostat in contraindications . . . .”  Morgan Stanley also upped 

its CinCor price target from $31 to $45.  Jefferies wrote: “Strong Phase II treatment resistant data 

hit our ‘home-run’ scenario and should support stock upside and the view [the drug] could be a 

[potential] blockbuster cardiology pill.”  Jefferies also raised its price target from $30 to $50.   

57. CinCor stock closed on Friday, August 5, 2022 at $23.45.  After the news, it 

closed at $35.00 on August 8, 2022, up 49.25 percent on significantly higher than typical 

volume.  

58. On August 8, 2022, Jacobs sold 300 CinCor shares and continued to hold 700 

shares, earning him realized and unrealized illicit profits of $11,024.  Between August 9 through 

11, 2022, Kaufman sold 2,000 CinCor shares and continued to hold 8,000 shares.  He thus earned 

a total of $81,963 in realized and unrealized illicit profits.   

Yedid Tipped Kaufman about Inotiv’s Delayed Financial Results 

59. Inotiv is a contract research company that provides drug discovery and 

development services to pharmaceutical and medical device companies.  In early May 2024, 

Yedid was Consulting Firm’s investor relations contact for a press release and 10-Q in which 

Inotiv planned to disclose that it was delaying the release of its quarterly financial results, and 

that the reason for the delay was that it needed additional time to complete accounting analyses 

related to a Department of Justice investigation and ongoing settlement talks.   

60. Inotiv issued the press release on May 9, 2024.  Four days later, it filed a form NT 

10-Q providing additional details.  The filing disclosed a revenue estimate miss and a potential 

adverse impact on debt covenants.  It also included a “going concern” statement, raising the 

possibility that it would be unable to continue as a company.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 14 of 27



15 
 

61. Yedid tipped this material nonpublic information to Kaufman before it became 

public.  On May 7 and 8, 2024, Kaufman sold short 20,000 Inotiv shares across three accounts, 

yielding proceeds of $95,706.  An investor who sells short is betting that the price of a stock will 

drop.  A short-seller borrows shares and sells them, paying a finance charge to the lender but 

otherwise keeping the sale proceeds.  Then, if, as hoped, the market price drops, the short-seller 

purchases the shares at a lower price than he sold them at, and returns the shares to the lender.  

This is called “covering” a short.  His profits are the difference between the sale proceeds and the 

subsequent purchase cost.   

62. Following the filing of the Form NT 10-Q on May 13, 2024, including the “going 

concern” statement, the price of Inotiv’s stock dropped more than 49 percent.  Between May 14 

and 22, 2024, Kaufman bought 20,000 shares to cover his short position for a cost of 

approximately $40,442, yielding an illicit profit of $55,264. 

Yedid Repeatedly Tipped Kaufman and Jacobs Ahead of Public Announcements by 
Inspire 

 
63. Yedid was involved in a series of Inspire public announcements between 2019 

and 2022.  At least two of these announcements listed Yedid as the investor relations contact.  

Prior to these announcements, Yedid tipped material nonpublic information to Kaufman and 

Jacobs – tips that, at least in some cases, Kaufman noted in the calendar on his phone. 

64. For example, Inspire was expected to announce its second quarter 2022 financial 

results on August 2, 2022.  On July 16, 2022, Kaufman called Yedid.  Four days later, Kaufman 

bought 400 shares of Inspire at an average price of $204.25 per share.   

65.  A calendar entry on Kaufman’s phone for August 3, 2022 stated: “Subject: Check 

INSP options[.]  7/21/22 RAY [Robert A. Yedid] – announce 8/2 (stock - ~ 205 when we speak); 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 15 of 27



16 
 

Shortest Calls at 8.19[.]”  On July 29, 2022, Kaufman bought five Inspire August 19, 2022 call 

options with a strike price of $210 for a total cost of $4,300. 

66. After market close on August 2, 2022, Inspire announced its second quarter 2022 

results and updated its 2022 outlook.  Yedid was listed as the investor contact.  On August 3, 

2022, Inspire’s stock price rose from $216.83 to a high of $230.40, closing at $218.27. 

67. That day, Kaufman sold his now in-the-money $210 call options for $6,676, an 

illicit profit of approximately $2,376.  He also sold 300 Inspire shares at an average price of 

$216.33 per share for profits of $3,700.  (He had sold 100 of the 400 shares he purchased on July 

21st, prior to Inspire’s announcement.)  

68. That episode continued a long-standing pattern.  In another example, after market 

close on November 2, 2020, Inspire released very positive third quarter 2020 financial results.  

The accompanying press release, listing Yedid as the investor contact, emphasized that Inspire 

had significantly beat its revenue estimate and increased its 2020 revenue outlook.  The market 

reacted positively, with Inspire’s stock price increasing 32 percent, to $160.50, by market close 

on November 3, 2020.  Analyst commentary was effusive, including headlines like “INSP 

Crushes 3Q” and commentary that described “significantly better than expected” results.    

69. Yedid had tipped both Kaufman and Jacobs about Inspire’s impending November 

2nd announcement.  Yedid and Jacobs had two calls on October 11, 2020, lasting a combined 

four minutes.  Yedid also had a call with Kaufman, lasting five minutes.  An October 17, 2020 

call between Yedid and Kaufman lasted another two minutes.  The October 18, 2020 calendar 

entry on Kaufman’s phone revealed the extent to which Yedid and Kaufman coordinated 

Kaufman’s trading so that both could profit.  It read: “Subject: Buy INSP 10/18 f/RAY – buy 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 16 of 27



17 
 

before the 11/2 Earnings Release – Sell after that release.  $65k for of RAY and I = 500 shares 

each.  Note stock has run from ~16 to ~130.”  (emphasis added). 

70. Kaufman’s behavior tracked his calendar entry.  On October 28, 2020, he bought a 

total of 1,000 Inspire shares in two accounts for an average cost of approximately $123 per share.  

He was so certain that he purchased 550 of these on margin, for over $67,000.    

71. Prior to the release on November 2, 2020, Jacobs bought 100 Inspire shares at an 

average price of just over $122 per share.  Kaufman’s calendar entry for that day includes: 

“Subject: Sell INSP 11/2 – Pre-Release: Expectations: $72/sh EPS, $22.75 mm Revs.”  

Mistakenly assuming that Inspire had issued its financials before market open, Kaufman sold all 

the shares he had purchased during the trading day on November 2nd.  Inspire released its 

financials after the close of business that day. 

72. Following the announcement, on November 3, 2020, Jacobs sold his 100 shares 

for illicit proceeds of just under $2,200. 

73. Similarly, on February 5, 2019, Inspire announced that five additional Blue Cross 

plans with more than sixteen million members would cover Inspire’s sleep apnea therapy.  

Following this news, the price of Inspire stock rose from $52.34 at the end of the day on 

February 4, 2019, to $54.65 at the close on February 5, 2019, or 4.41 percent.   

74. The day before, February 4, 2019, he had a short call with Yedid at 1:42 pm.  Just 

over two hours later, Kaufman purchased 6,000 Inspire shares across two accounts.  In one 

account, he used his entire available balance – approximately $209,000 – to purchase 4,000 

shares.  Following the announcement, he immediately sold all 6,000 shares for profits of just 

under $2,900. 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 17 of 27



18 
 

75. A few months later, Inspire made two positive announcements on successive days.  

First, it announced on May 6, 2019 that an additional 112 million people would be covered by 

Blue Cross for Inspire’s main product.  The next day, Inspire disclosed positive financial results 

for the first quarter 2019 on May 7, 2019, including a 62% growth in revenue over the first 

quarter 2018 and an increase in annual guidance.  Kaufman and Jacobs both traded ahead of 

these announcements.   

76. On May 3, 2019, at 11:06 am, Yedid called Kaufman, with the call lasting four 

minutes. Roughly two hours later, Yedid called Jacobs for an 11-minute call.  Those calls 

prompted both Kaufman and Jacobs to start buying.  In the hours following his call, Jacobs 

bought 600 Inspire shares across three accounts for an average price of $51.18.  Kaufman began 

buying on May 3rd, eventually buying 6,000 Inspire shares by May 6th at an average price of 

just over $51 per share.    

77. After the market closed on May 6, 2019, Inspire announced that an additional 112 

million people would be covered by Blue Cross for Inspire’s main product.  The announcement 

listed Yedid as the investor contact.  The stock, which opened at $51.20, closed at $54.06.  

Jacobs sold 100 shares the next day.   

78. Inspire announced its positive financial results after the market closed on May 7, 

2019.  Yedid was again listed on the press release as the investor contact.  The stock hit a high of 

$54.90 on May 7 before closing at $52.18.   

79. Kaufman sold 6,000 Inspire shares on May 8, 2019 for an average price of $52.47 

and illicit profits of $7,588.  The same day, Jacobs sold 200 Inspire shares for an average price of 

approximately $53.61 and illicit profits of $1,192.  He also held another 300 Inspire shares for 

unrealized profits of approximately $560.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 18 of 27



19 
 

Yedid Tipped Kaufman about NanoX’s Material Nonpublic Information 

80. On May 2, 2021, Yedid received copies of NanoX’s financial statements for the 

first quarter 2021, along with a draft press release.  The draft press release disclosed that a 

company supplier had delayed a critical component, which would delay NanoX product 

shipments.  Between May 2 and 7, 2021, Yedid sent and received multiple emails regarding the 

press release and a related script for a conference call to be held after the press release was 

issued.  For example, on May 2, 2021, he received an email from a colleague that stated: 

“Attached are the updated [NanoX] Q1 numbers into the revised release and script that [] sent 

around this morning.  I’m also attaching the latest financials that [] sent around this afternoon.”   

81. On May 5, 2021, Yedid and Kaufman had a two-minute phone call.  Between May 

5 and 7, 2021, Kaufman sold 8,000 NanoX shares short at an average price of $29.48 per share.  

A calendar entry for Kaufman’s phone for May 7, 2021, reads “RAY Earnings < [before] open on 

Tue, 5/11 Short?”  That day, Kaufman purchased numerous short-dated, out-of-the-money 

$28.50 to $30 put options, all expiring on May 14, 2021.   

82. A May 11, 2021 calendar entry on Kaufman’s phone reads: “RAY – 5/2021 – will 

miss earnings . . . . To be announced on Tues 5/11 BEFORE Check cover NNOX.” (emphasis 

added).  Before markets opened on the 11th, the press release disclosed the supplier and 

shipment issue, causing NanoX’s stock price to decline by over 18 percent.  Kaufman covered 

his short position that day and closed out his options, reaping a combined $78,624 in illicit 

proceeds.   

83. Yedid and Kaufman were not done exploiting NanoX’s material nonpublic 

information.  On July 25, 2021, Yedid spoke with NanoX’s CEO, who told Yedid that NanoX had 

“two acquisitions where the board is not yet signed off.”  On July 29, 2021, Yedid received a 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 19 of 27



20 
 

copy of NanoX’s financial statements.  Three days later, he received a draft script for an analyst 

conference call to coincide with the release of NanoX’s financials.  The draft script noted both 

the potential acquisitions and, importantly, significant management changes, including the 

announcement of a new CEO and the departure of the CFO.   

84. On August 2, 2021, Yedid received and commented on a draft press release that 

noted the financial results, acquisitions, and management changes.  The next day, Yedid and 

Jacobs had a six-minute phone call.   

85. On August 4, 2021 Jacobs, betting that the NanoX stock would go down, bought a 

NanoX $29 put, expiring on August 13, 2021, and sold two NanoX calls for combined proceeds 

of just under $290.  The following day, Jacobs sold short 100 NanoX shares at $30.10 per share.  

He followed that on August 6, 2021 by purchasing two NanoX puts with a strike price of $29, 

expiring August 13, 2021.   

86. An August 6, 2021 calendar entry on Kaufman’s phone reflects that he had dinner 

with Yedid.  On the 6th, Kaufman sold short 4,000 NanoX shares at an average price of $30.17.  

Between August 6 and August 10, 2021, Kaufman also bought 60 out-of-the-money NanoX puts 

at strike prices between $27 and $30, all expiring on August 13, 2021. 

87. On August 10, 2021, at 7:52 am – before the market open and before NanoX 

announced its financials minutes later – Jacobs sold 100 NanoX shares at $30.00 per share, 

allowing him to avoid losses.  He had purchased those shares on August 4, 2021. 

88. At 8:00 am on August 10, 2021, NanoX announced its second quarter 2021 

financials and disclosed the management changes and acquisitions.  Analysts and the market 

reacted negatively to the disclosures, with NanoX’s stock suffering a 13 percent decline by close 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 20 of 27



21 
 

of business that day.  Taking advantage of this sudden drop, Kaufman promptly covered his short 

positions and sold his put options for combined illicit profits of $28,958.   

89. Between August 10 and 12, 2021, Jacobs sold the three $29 NanoX puts for illicit 

profits of $365.  On the 10th, he also covered his short sale by buying 100 NanoX shares at 

$26.41, for illicit profits of $369.  

90. Over the ensuing two weeks, Yedid and Kaufman used the same pattern to again 

earn illicit trading profits.  On August 12, 2021, NanoX received a letter from the Food and Drug 

Administration (“FDA”) noting deficiencies in NanoX’s premarket submission for approval of 

the NanoX.ARC medical imaging device.   

91. On August 18, 2021, at 2:41 pm, Yedid was forwarded an internal email thread in 

which Consulting Firm personnel weighed how NanoX should disclose the FDA letter.  The 

employee who forwarded the thread to Yedid suggested that “Bob [Yedid] or [another Consulting 

Firm employee] should answer” a question about whether NanoX should send a statement to the 

website MarketWatch.  Yedid responded almost immediately, noting that “if we plan on making a 

press release tomorrow morning, then we MUST notify NASDAQ and MarketWatch at least 10 

minutes prior to the release time.  I would suggest an 8:00 am release time.” 

92. Less than 20 minutes after sending that email, Yedid and Kaufman had a one-

minute call.  Immediately after the call, beginning at 3:05 pm, Kaufman sold short 2,000 NanoX 

shares at $24.35.  Five minutes after that, Kaufman used three brokerage accounts to buy thirty 

$24 puts, thirty $23.50 puts, and fifty $23 puts, all expiring on August 20, 2021.    

93. Between 3:42 and 4:21 pm, Yedid received drafts of NanoX’s proposed 6-K filing 

and provided responses, reviewed the draft, and signed off.  Before the market opened the 

following morning, August 19, 2021, Yedid wrote to NanoX that he “would recommend making 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 21 of 27



22 
 

this filing be made [sic] before the market opens today, since the letter from the FDA was 

received on August 12th.”  Yedid, emphasizing the materiality of the information, continued: 

“Many investors will regard this information as important and would like to learn about it 

promptly.” 

94. NanoX heeded his advice and filed an SEC Form 6-K on the morning of the 19th, 

which disclosed that NanoX’s submission to the FDA was on hold pending NanoX’s response to 

the FDA’s list of deficiencies.  Analyst coverage of the disclosure ranged from negative to 

concerned, and NanoX’s stock price closed down 9.5 percent that day.  Kaufman promptly 

covered his short position and sold his put options for total illicit proceeds of $23,852.   

Yedid Tipped Kaufman and Jacobs about Oncocyte’s Positive Trial Results 

95. Oncocyte develops non-invasive blood and urine diagnostic tests (liquid biopsies) 

for the early detection of cancer.  On January 29, 2019, Oncocyte announced the positive results 

of a research and development validation study demonstrating the accuracy of a liquid biopsy 

test called DetermaVu for lung cancer.  Analysts and investors celebrated the good news; the 

price of Oncocyte’s stock increased over 207 percent in one day.  As one analyst put it, 

“Oncocyte’s novel technology in the compelling lung cancer market is proving to be a diagnostic 

breakthrough . . .”  The analyst added that “[t]he positive result of the R&D Validation Study is a 

great indicator of how commercially viable DetermaVu will be moving forward.” 

96. Yedid tipped Kaufman and Jacobs about the information before it became public, 

allowing them to earn substantial trading profits.   

97. Yedid learned of the study on November 18, 2018.  He and Kaufman had a two-

minute phone call the next day.  They would have another phone call – lasting three minutes – on 

January 4, 2019.   

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 22 of 27



23 
 

98. On January 10, 2019, Oncocyte informed Yedid and other Consulting Firm 

employees that the study had a positive outcome.  On or about that day, Oncocyte began working 

on a press release announcing the results.  Yedid was involved in preparing that press release and 

would eventually be listed on it as the investor contact.  On both January 13 and 14, 2019, Yedid 

received calls from Oncocyte’s Chief Financial Officer, with the call on the 13th lasting five 

minutes.   

99. Between January 15 and 22, 2019, Kaufman bought 27,004 Oncocyte shares 

across two brokerage accounts. 

100. On January 25, 2019, at 10:01 am, Yedid and Jacobs had a two-minute phone call.  

At 3:33 that day, Jacobs began purchasing 2,600 Oncocyte shares at an average of $1.90 per 

share.   

101. After Oncocyte disclosed the positive news on January 29, 2019, Kaufman sold 

all 27,004 shares for illicit profits of $97,560, while Jacobs sold his shares for $9,467 in illicit 

profits.   

102.   A few months later, the Financial Industry Regulatory Authority (“FINRA”) 

asked Oncocyte to identify those with material non-public information about the study before its 

public disclosure.  Oncocyte reported that Yedid had material non-public information no later 

than November 18, 2018.  Oncocyte then asked Consulting Firm to identify anyone who may 

have known certain traders in Oncocyte, including Kaufman.  Consulting Firm forwarded that 

request, which made it clear the information would be provided to FINRA, to Yedid and others.  

In response, on May 10, 2019, Yedid admitted he knew Kaufman as a friend and that he saw him 

“a few times a year for dinner.”  But Yedid denied having any contact with Kaufman between 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 23 of 27



24 
 

November 18, 2018 and January 29, 2019, despite, at a minimum, the three phone calls listed 

above. 

Defendants Were Confronted by the Federal Bureau of Investigation (“FBI”) and 
Kaufman Destroyed Evidence 

 
103. In November 2024, the FBI approached the Defendants and executed search 

warrants.  During interviews conducted in tandem with the executing of the warrants, Yedid 

denied tipping and Kaufman claimed that he did not trade on recommendations from Yedid.  

Kaufman then deleted a master trading spreadsheet he maintained and bought an untraceable 

phone for communications with Yedid.   

104. Jacobs admitted to the FBI that he had received tips from a friend but refused to 

identify who. 

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

(All Defendants) 

105. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1 to 104 as if fully set forth herein.   

106. Yedid knew that, as a senior employee and relationship manager at Consulting 

Firm, he was under a duty not to disclose nonpublic information that he learned about Consulting 

Firm clients.  In addition to his training and experience as a securities professional, he was also a 

board member of a public company, and he annually certified his understanding of 

confidentiality and insider trading rules.  Consulting Firm’s contracts with its clients also made 

clear that client information must not be disclosed externally.   

107. In violation of his duty and Consulting Firm’s client contracts, Yedid intentionally 

or recklessly conveyed material nonpublic information to Kaufman and Jacobs, who had both 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 24 of 27



25 
 

worked in the securities industry.  Kaufman and Jacobs both also maintained multiple brokerage 

accounts, where they regularly traded stocks and options.   

108. Yedid received personal benefits from his tips.  Kaufman shared his illicit trading 

profits, net of taxes, with Yedid by handing Yedid envelopes of cash.  Yedid also received the 

benefit of providing gifts of information to close friends.   

109. Kaufman and Jacobs purchased stocks, sold short stocks, and purchased options, 

based on the material nonpublic information they received from Yedid.  Kaufman and Jacobs 

knew, or were reckless in not knowing, or consciously avoided knowing that the tips they 

received from Yedid were conveyed in breach of a fiduciary duty or similar obligation arising 

from a relationship of trust and confidence, and in exchange for a personal benefit.   

110. Defendants, with scienter, by use of the means or instrumentalities of interstate 

commerce or of the mails, in connection with the purchase or sale of securities, directly or 

indirectly: 

(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/or 

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

a fraud or deceit upon any person. 

111. By reason of the actions alleged herein, Defendants violated 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] and 

unless restrained and enjoined will continue to do so. 

 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 25 of 27



26 
 

PRAYER FOR RELIEF 

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

Judgment: 

A. Finding that the Defendants violated the provisions of the federal securities laws 

as alleged herein; 

B. In a form consistent with Federal Rule Civil Procedure 65(d), permanently 

restraining and enjoining Defendants from, directly or indirectly, engaging in conduct in 

violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 

C. Permanently restraining and enjoining Yedid from, directly or indirectly, acting as 

or being associated with any broker or dealer; 

D. Ordering Defendants to disgorge their ill-gotten gains, to include on a joint and 

several basis if appropriate, plus prejudgment interest thereon, pursuant to Sections 21(d)(3)(5) 

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

E. Ordering Defendants to pay civil money penalties pursuant to Section 21A of the 

Exchange Act [15 U.S.C. § 78u-1]; 

F. Ordering that Defendant Robert Yedid be prohibited from acting as an officer or 

director of any issuer that has a class of securities registered pursuant to Section 12 of the 

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

Exchange Act [15 U.S.C. § 78o(d)]; and  

G. Granting such other and further relief as this Court may deem just, equitable, and 

necessary. 

JURY DEMAND 

The Commission demands a trial by jury on all issues so triable. 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 26 of 27



27 
 

Dated:  August 14, 2025    Respectfully submitted,  
 

______/s/ Daniel Maher________________ 
Daniel Maher (pro hac vice filed herewith) 
SECURITIES AND EXCHANGE 
COMMISSION 
100 F Street, N.E. 
Washington, DC 20549 
(202) 551-4737 
[email protected] 
Counsel for Plaintiff 

 

Case 1:25-cv-06704     Document 1     Filed 08/14/25     Page 27 of 27