SEC v. Ashraf Mufareh; and ONPASSIVE LLC a/k/a Gofounders and Ofounders, No. LR-26374, Middle District of Florida (Aug. 15, 2025) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26374 / August 15, 2025 Securities and Exchange Commission v. Ashraf Mufareh and ONPASSIVE LLC a/k/a Gofounders and Ofounders, No. 6:23-cv-01539 (M.D. Fla. filed Aug. 11, 2023; amended complaint filed Nov. 6, 2023) SEC Obtains Final Judgment Against Alleged Perpetrators of Fraudulent Multi-Level Marketing Scheme and Unregistered Offering On August 14, 2025, the Securities and Exchange Commission obtained a final judgment against Ashraf Mufareh of Orlando, Florida, and his company, OnPassive LLC (together, the "defendants"), whom the SEC previously charged with orchestrating a fraudulent and unregistered offering of securities in a business that was structured as a pyramid scheme and making misrepresentations about the feasibility and likely profitability of the business. The entry of these final judgments, including the SEC’s voluntary dismissal of its claims against relief defendant Asmahan Mufareh, concludes the SEC’s litigation in this matter. The SEC’s amended complaint, filed on November 6, 2023 in U.S. District Court for the Middle District of Florida, alleged that, between 2018 and 2023, the defendants fraudulently raised more than $108 million from more than 800,000 investors across the globe, including in the United States, by falsely claiming, among other things, to be developing a suite of online computer applications that used artificial intelligence. According to the complaint, the defendants sold investors positions in a multi-level marketing arrangement and promised passive income from subscription fees paid by later investors for those computer applications. As of June 2023, however, defendant OnPassive LLC allegedly had not yet launched any product for a fee and had not made a single commission payment to any investor. Without admitting or denying the allegations of the complaint, the defendants consented to entry of a final judgment that imposed permanent injunctive relief, which enjoins each of them from violating Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgment also imposed on Mufareh an officer-and-director bar for a period of eight years and ordered him to pay a civil penalty of $4,000,000, and ordered OnPassive LLC to pay disgorgement of $26,220,364, plus prejudgment interest of $1,218,528.40, and a civil penalty of $4,000,000. The SEC's investigation was conducted by John Crimmins and Benjamin Perlman, and supervised by Nina B. Finston. The SEC's litigation was led by Devon Staren and Michael Friedman, and supervised by Jim Carlson. Karaz S. Zaki provided accounting assistance.

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26374 / August 15, 2025 Securities and Exchange Commission v. Ashraf Mufareh and ONPASSIVE LLC a/k/a Gofounders and Ofounders, No. 6:23-cv-01539 (M.D. Fla. filed Aug. 11, 2023; amended complaint filed Nov. 6, 2023) SEC Obtains Final Judgment Against Alleged Perpetrators of Fraudulent Multi-Level Marketing Scheme and Unregistered Offering On August 14, 2025, the Securities and Exchange Commission obtained a final judgment against Ashraf Mufareh of Orlando, Florida, and his company, OnPassive LLC (together, the "defendants"), whom the SEC previously charged with orchestrating a fraudulent and unregistered offering of securities in a business that was structured as a pyramid scheme and making misrepresentations about the feasibility and likely profitability of the business. The entry of these final judgments, including the SEC’s voluntary dismissal of its claims against relief defendant Asmahan Mufareh, concludes the SEC’s litigation in this matter. The SEC’s amended complaint, filed on November 6, 2023 in U.S. District Court for the Middle District of Florida, alleged that, between 2018 and 2023, the defendants fraudulently raised more than $108 million from more than 800,000 investors across the globe, including in the United States, by falsely claiming, among other things, to be developing a suite of online computer applications that used artificial intelligence. According to the complaint, the defendants sold investors positions in a multi-level marketing arrangement and promised passive income from subscription fees paid by later investors for those computer applications. As of June 2023, however, defendant OnPassive LLC allegedly had not yet launched any product for a fee and had not made a single commission payment to any investor. Without admitting or denying the allegations of the complaint, the defendants consented to entry of a final judgment that imposed permanent injunctive relief, which enjoins each of them from violating Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgment also imposed on Mufareh an officer-and-director bar for a period of eight years and ordered him to pay a civil penalty of $4,000,000, and ordered OnPassive LLC to pay disgorgement of $26,220,364, plus prejudgment interest of $1,218,528.40, and a civil penalty of $4,000,000. The SEC's investigation was conducted by John Crimmins and Benjamin Perlman, and supervised by Nina B. Finston. The SEC's litigation was led by Devon Staren and Michael Friedman, and supervised by Jim Carlson. Karaz S. Zaki provided accounting assistance.