SEC v. Keith A. Rosenbaum, No. 3:25-cv-01716, Northern District of Texas (July 10, 2025) — Judgment

1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
§
SECURITIES AND EXCHANGE COMMISSION, §
        §
Plaintiff, §
        §
v. §    Case No.: 3:25-CV-1716-D
        §
KEITH            A.            ROSENBAUM            §
        §
Defendant.            §
        §
JUDGMENT AS TO DEFENDANT KEITH A. ROSENBAUM
The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and
Defendant Keith A. Rosenbaum (“Defendant”) having entered a general appearance; consented
to the Court’
s jurisdiction over Defendant and the subject matter of this action; consented to
entry of this Judgment without admitting or denying the allegations of the Complaint (except as
to jurisdiction and and except as otherwise provided herein in paragraph VI); waived findings of
fact and conclusions of law; and waived any right to appeal from this Judgment:
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 Exchange Act
Rule 10b-5 [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:
(a)to employ any device, scheme, or artifice to defraud;

2

(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
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents, materials, or information, concerning matters
relating to a decision by an investor or prospective investor to buy or sell securities of any
company.
 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 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 Sections 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; or

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
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents, materials, or information, concerning matters
relating to a decision by an investor or prospective investor to buy or sell securities of any
company.
 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 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
shall pay disgorgement of ill-gotten gains, prejudgment interest thereon, and a civil penalty
pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)].  The Court shall determine the amounts of the
disgorgement and civil penalty upon motion of the Commission.  Prejudgment interest shall be
calculated from April 18, 2023, based on the rate of interest used by the Internal Revenue

4

Service for the underpayment of federal income tax as set forth in 26 U.S.C. § 6621(a)(2).  In
connection with the Commission’s motion for disgorgement and/or civil penalties, and at any
hearing held on such a motion: (a) Defendant will be precluded from arguing that he did not
violate the federal securities laws as alleged in the Complaint; (b) Defendant may not challenge
the validity of the Consent or this Final Judgment; (c) solely for the purposes of such motion, the
allegations of the Complaint shall be accepted as and deemed true by the Court; and (d) the
Court may determine the issues raised in the motion on the basis of affidavits, declarations,
excerpts of sworn deposition or investigative testimony, and documentary evidence, without
regard to the standards for summary judgment contained in Rule 56(c) of the Federal Rules of
Civil Procedure.  In connection with the Commission’s motion for disgorgement and/or civil
penalties, the parties may take discovery, including discovery from appropriate non-parties.
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED upon motion of
the Commission, the Court shall determine whether Defendant is barred from participating in any
offering of penny stock, including engaging in activities with a broker, dealer, or issuer for
purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any
penny stock.  A penny stock is any equity security that has a price of less than five dollars,
except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. § 240.3a51-1].
V.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant
shall comply with all of the undertakings and agreements set forth therein.

5

VI.

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
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 Defendant 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).
VII.
 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 Judgment.
VIII.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Judgment forthwith and without further notice.
Done at Dallas, Texas July 8, 2025.
____________________________________
SIDNEY A. FITZWATER
SENIOR JUDGE

1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

§ 
SECURITIES AND EXCHANGE COMMISSION, § 
        § 

Plaintiff, § 
        § 
v. §    Case No.: 3:25-CV-1716-D 
        § 
KEITH A. ROSENBAUM § 
        § 

Defendant. § 
        § 

JUDGMENT AS TO DEFENDANT KEITH A. ROSENBAUM

The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and 

Defendant Keith A. Rosenbaum (“Defendant”) having entered a general appearance; consented 

to the Court’s jurisdiction over Defendant and the subject matter of this action; consented to 

entry of this Judgment without admitting or denying the allegations of the Complaint (except as 

to jurisdiction and and except as otherwise provided herein in paragraph VI); waived findings of 

fact and conclusions of law; and waived any right to appeal from this Judgment: 

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 Exchange Act 

Rule 10b-5 [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: 

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

Case 3:25-cv-01716-D     Document 15     Filed 07/08/25      Page 1 of 5     PageID 124



2 
 

(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 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company. 

 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 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 Sections 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; or 

Case 3:25-cv-01716-D     Document 15     Filed 07/08/25      Page 2 of 5     PageID 125



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 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company. 

 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 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 

shall pay disgorgement of ill-gotten gains, prejudgment interest thereon, and a civil penalty 

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)].  The Court shall determine the amounts of the 

disgorgement and civil penalty upon motion of the Commission.  Prejudgment interest shall be 

calculated from April 18, 2023, based on the rate of interest used by the Internal Revenue 

Case 3:25-cv-01716-D     Document 15     Filed 07/08/25      Page 3 of 5     PageID 126



4 
 

Service for the underpayment of federal income tax as set forth in 26 U.S.C. § 6621(a)(2).  In 

connection with the Commission’s motion for disgorgement and/or civil penalties, and at any 

hearing held on such a motion: (a) Defendant will be precluded from arguing that he did not 

violate the federal securities laws as alleged in the Complaint; (b) Defendant may not challenge 

the validity of the Consent or this Final Judgment; (c) solely for the purposes of such motion, the 

allegations of the Complaint shall be accepted as and deemed true by the Court; and (d) the 

Court may determine the issues raised in the motion on the basis of affidavits, declarations, 

excerpts of sworn deposition or investigative testimony, and documentary evidence, without 

regard to the standards for summary judgment contained in Rule 56(c) of the Federal Rules of 

Civil Procedure.  In connection with the Commission’s motion for disgorgement and/or civil 

penalties, the parties may take discovery, including discovery from appropriate non-parties. 

IV. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED upon motion of 

the Commission, the Court shall determine whether Defendant is barred from participating in any 

offering of penny stock, including engaging in activities with a broker, dealer, or issuer for 

purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any 

penny stock.  A penny stock is any equity security that has a price of less than five dollars, 

except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. § 240.3a51-1]. 

V. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

Case 3:25-cv-01716-D     Document 15     Filed 07/08/25      Page 4 of 5     PageID 127



5 
 

VI.  
 

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 

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 Defendant 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). 

VII. 

 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 Judgment. 

VIII. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Judgment forthwith and without further notice. 

Done at Dallas, Texas July 8, 2025. 

____________________________________ 
SIDNEY A. FITZWATER 
SENIOR JUDGE 

Case 3:25-cv-01716-D     Document 15     Filed 07/08/25      Page 5 of 5     PageID 128