SEC v. Suyun Gu, No. 1:21-cv-17578, District of New Jersey (July 21, 2025) — Judgment

1
U.S. SECURITIES AND
EXCHANGE COMMISSION,
Plaintiff,
v.
SUYUN GU,
Defendant.
Case 2:21-cv-17578-SDW-AME
25'(5$1'FINAL
JUDGMENT
This matter having been brought before the Court upon the Motion for Final
Judgment, by Plaintiff Securities and Exchange Commission, and the Court having
considered the positions of the parties;
It  is  on  this  the  9thday RI -XO\ ,  hereby  ORDERED  that
Plaintiff’s Motion for Judgment is GRANTED.
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section
10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §
78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any
means or instrumentality of interstate commerce, or of the mails, or of any facility of
any national securities exchange, in connection with the purchase or sale of any
security:
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

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(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material
fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided
in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the
following who receive actual notice of this Final Judgment by personal service or
otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b)
other persons in active concert or participation with Defendant or with anyone
described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is permanently restrained and enjoined from violating Section 17(a) of the
Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of
any security by the use of any means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;

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(b) to obtain money or property by means of any untrue statement of a material
fact or any omission of a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading;
or
(c) to engage in any transaction, practice, or course of business which operates
or would operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided
in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the
following who receive actual notice of this Final Judgment by personal service or
otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b)
other persons in active concert or participation with Defendant or with anyone
described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is permanently restrained and enjoined from violating Section 9(a)(1) of the
Exchange Act [15 U.S.C. § 78i(a)(1)] by directly or indirectly, acting singly or in
concert with others, by the use of the mails or other means or instrumentalities of
interstate commerce, or any facility of a national securities exchange, or any member
of a national securities exchange, for the purpose of creating a false or misleading
appearance of active trading in any security other than a government security, or a false
or misleading appearance with respect to the market for any such security: (a) to effect

4

any transaction in such security which involves no change in the beneficial ownership
thereof; (b) to enter an order or orders for the purchase of such security with the
knowledge that an order or orders of substantially the same size, at substantially the
same time, and at substantially the same price, for the sale of any such security, has
been or will be entered by or for the same or different parties; or (c) to enter any order
or orders for the sale of any such security with the knowledge that an order or orders of
substantially the same size, at substantially the same time, and at substantially the
same price, for the purchase of such security, has been or will be entered by or for the
same or different parties.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided
in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the
following who receive actual notice of this Final Judgment by personal service or
otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b)
other persons in active concert or participation with Defendant or with anyone
described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is liable for disgorgement of $621,703, representing net profits gained as a
result of the conduct alleged in the Complaint, together with prejudgment interest thereon
in the amount of $134,663, and a civil penalty in the amount of $621,703 pursuant to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] Section 21(d) of the Exchange
Act

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Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and
name of this Court; Suyun Gu as a defendant in this action; and specifying that payment is
made pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and
case identifying information to the Commission’s counsel in this action. By making this
payment, Defendant relinquishes all legal and equitable right, title, and interest in such
funds and no part of the funds shall be returned to Defendant.
The Commission may enforce the Court’s judgment for disgorgement and
prejudgment interest by using all collection procedures authorized by law, including, but
not limited to, moving for civil contempt at any time after 30 days following entry of this
Final Judgment.

[15 U.S.C. § 78u(d)]. Defendant shall satisfy this obligation by paying $1,378,069 to the
Securities and Exchange Commission within 30 days after entry of this Final Judgment.
Defendant may transmit payment electronically to the Commission, which will
provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be
made directly from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check,
bank cashier’s check, or United States postal money order payable to the Securities and
Exchange Commission, which shall be delivered or mailed to

6

The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection
Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation
of any Court orders issued in this action. Defendant shall pay post judgment interest on
any amounts due after 30 days of the entry of this Final Judgment pursuant to 28 U.S.C. §
1961. The Commission shall hold the funds, together with any interest and income earned
thereon
(collectively, the “Fund”), pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair
Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall
retain jurisdiction over the administration of any distribution of the Fund and the Fund
may only be disbursed pursuant to an Order of the Court.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to
be paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the
government for all purposes, including all tax purposes. To preserve the deterrent effect of
the civil penalty, Defendant shall not, after offset or reduction of any award of
compensatory damages in any Related Investor Action based on Defendant’s payment of
disgorgement in this action, argue that he is entitled to, nor shall he further benefit by,
offset or reduction of such compensatory damages award by the amount of any part of
Defendant’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any
Related Investor Action grants such a Penalty Offset, Defendant shall, within 30 days after
entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this

7

action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair
Fund, as the Commission directs. Such a payment shall not be deemed an additional civil
penalty and shall not be deemed to change the amount of the civil penalty imposed in this
Judgment. For purposes of this paragraph, a “Related Investor Action” means a private
damages action brought against Defendant by or on behalf of one or more investors based
on substantially the same facts as alleged in the Complaint in this action.

V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for
purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code,
11 U.S.C. §523, the allegations in the complaint are true and admitted by Defendant,
and further, any debt for disgorgement, prejudgment interest, civil penalty or other
amounts due by Defendant under this Final Judgment or any other judgment, order,
consent order, decree or settlement agreement entered in connection with this
proceeding, is a debt for the violation by Gu of the federal securities laws or any
regulation or order issued under such laws, as set forth in Section 523(a)(19) of the
Bankruptcy Code, 11 U.S.C. §523(a)(19).

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SUSAN D. WIGENTON
United States District Judge

VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall
retain jurisdiction of this matter for the purposes of enforcing the terms of this Final
Judgment.
V6XVDQ':LJHQWRQ

1 

U.S. SECURITIES AND 
EXCHANGE COMMISSION, 

Plaintiff, 

v. 

SUYUN GU, 

Defendant. 

Case 2:21-cv-17578-SDW-AME 

FINAL 
JUDGMENT 

This matter having been brought before the Court upon the Motion for Final 

Judgment, by Plaintiff Securities and Exchange Commission, and the Court having 

considered the positions of the parties; 

It is on this the 9th day , hereby ORDERED that 

Plaintiff’s Motion for Judgment is GRANTED. 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 

10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 

78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any 

means or instrumentality of interstate commerce, or of the mails, or of any facility of 

any national securities exchange, in connection with the purchase or sale of any 

security: 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY  

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2 

(a) to employ any device, scheme, or artifice to defraud;

(b) to make any untrue statement of a material fact or to omit to state a material

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

circumstances under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon any person. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided 

in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the 

following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) 

other persons in active concert or participation with Defendant or with anyone 

described in (a). 

II.  

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Section 17(a) of the 

Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of 

any security by the use of any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;

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3 

(b) to obtain money or property by means of any untrue statement of a material

fact or any omission of a material fact necessary in order to make the statements 

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

or 

(c) to engage in any transaction, practice, or course of business which operates

or would operate as a fraud or deceit upon the purchaser. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided 

in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the 

following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) 

other persons in active concert or participation with Defendant or with anyone 

described in (a). 

III.  

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Section 9(a)(1) of the 

Exchange Act [15 U.S.C. § 78i(a)(1)] by directly or indirectly, acting singly or in 

concert with others, by the use of the mails or other means or instrumentalities of 

interstate commerce, or any facility of a national securities exchange, or any member 

of a national securities exchange, for the purpose of creating a false or misleading 

appearance of active trading in any security other than a government security, or a false 

or misleading appearance with respect to the market for any such security: (a) to effect 

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4 

 

any transaction in such security which involves no change in the beneficial ownership 

thereof; (b) to enter an order or orders for the purchase of such security with the 

knowledge that an order or orders of substantially the same size, at substantially the 

same time, and at substantially the same price, for the sale of any such security, has 

been or will be entered by or for the same or different parties; or (c) to enter any order 

or orders for the sale of any such security with the knowledge that an order or orders of 

substantially the same size, at substantially the same time, and at substantially the 

same price, for the purchase of such security, has been or will be entered by or for the 

same or different parties. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided 

in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the 

following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendant’s officers, agents, servants, employees, and attorneys; and (b) 

other persons in active concert or participation with Defendant or with anyone 

described in (a). 

IV. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is liable for disgorgement of $621,703, representing net profits gained as a 

result of the conduct alleged in the Complaint, together with prejudgment interest thereon 

in the amount of $134,663, and a civil penalty in the amount of $621,703 pursuant to 

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

Act 

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5 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

and shall be accompanied by a letter identifying the case title, civil action number, and 

name of this Court; Suyun Gu as a defendant in this action; and specifying that payment is 

made pursuant to this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and 

case identifying information to the Commission’s counsel in this action. By making this 

payment, Defendant relinquishes all legal and equitable right, title, and interest in such 

funds and no part of the funds shall be returned to Defendant. 

The Commission may enforce the Court’s judgment for disgorgement and 

prejudgment interest by using all collection procedures authorized by law, including, but 

not limited to, moving for civil contempt at any time after 30 days following entry of this 

Final Judgment. 

 

[15 U.S.C. § 78u(d)]. Defendant shall satisfy this obligation by paying $1,378,069 to the 

Securities and Exchange Commission within 30 days after entry of this Final Judgment. 

Defendant may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request. Payment may also be 

made directly from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, 

bank cashier’s check, or United States postal money order payable to the Securities and 

Exchange Commission, which shall be delivered or mailed to 

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6 

 

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection 

Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation 

of any Court orders issued in this action. Defendant shall pay post judgment interest on 

any amounts due after 30 days of the entry of this Final Judgment pursuant to 28 U.S.C. § 

1961. The Commission shall hold the funds, together with any interest and income earned 

thereon 

(collectively, the “Fund”), pending further order of the Court. 

The Commission may propose a plan to distribute the Fund subject to the Court’s 

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair 

Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall 

retain jurisdiction over the administration of any distribution of the Fund and the Fund 

may only be disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to 

be paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the 

government for all purposes, including all tax purposes. To preserve the deterrent effect of 

the civil penalty, Defendant shall not, after offset or reduction of any award of 

compensatory damages in any Related Investor Action based on Defendant’s payment of 

disgorgement in this action, argue that he is entitled to, nor shall he further benefit by, 

offset or reduction of such compensatory damages award by the amount of any part of 

Defendant’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any 

Related Investor Action grants such a Penalty Offset, Defendant shall, within 30 days after 

entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this 

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7 

 

action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair 

Fund, as the Commission directs. Such a payment shall not be deemed an additional civil 

penalty and shall not be deemed to change the amount of the civil penalty imposed in this 

Judgment. For purposes of this paragraph, a “Related Investor Action” means a private 

damages action brought against Defendant by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Complaint in this action. 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for 

purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 

11 U.S.C. §523, the allegations in the complaint are true and admitted by Defendant, 

and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Defendant under this Final Judgment or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this 

proceeding, is a debt for the violation by Gu of the federal securities laws or any 

regulation or order issued under such laws, as set forth in Section 523(a)(19) of the 

Bankruptcy Code, 11 U.S.C. §523(a)(19). 

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SUSAN D. WIGENTON  
United States District Judge 

 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall 

retain jurisdiction of this matter for the purposes of enforcing the terms of this Final 

Judgment. 

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