SEC v. Derek R. Taller, No. 1:25-cv-03537, Southern District of New York (May 1, 2025) — Complaint

Thomas P. Smith, Jr.
Alison Conn
Todd D. Brody
Wesley W. Wintermyer
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-0080 (Brody)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

DEREK R. TALLER,

                                             Defendant.

COMPLAINT

25 Civ. 3537 (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for its Complaint
against Defendant Derek R. Taller (“Taller”), alleges as follows:
SUMMARY
1. Between January 2020 and October 2022 (the “Relevant Period”), Taller engaged in
persistent and egregious fraudulent conduct while managing and advising two separate investment
vehicles—an unregistered fund, Vision BioBanc Holdings, LLC (“Vision Holdings”), and a business
development company, StHealth Capital Investment Corporation (“StHealth Capital”).
2. During 2020, while Chief Executive Officer (“CEO”) of Vision Holdings, Taller
disseminated offering documents to prospective investors containing multiple material
misrepresentations concerning the oversight and supervision of Vision Holdings, including: (1) that

2
Vision Holdings’ investment objectives and portfolio valuations would be subject to supervision by
Vision Holdings’ Board of Directors; (2) that Vision Holdings’ financial statements would be
audited by one of the “Big Four” accounting firms (“Accounting Firm A”), which it named; and (3)
that the auditor’s work would be reviewed by Vision Holdings’ Audit Committee.  In fact, Vision
Holdings operated   without a functioning Board of Directors for more than a year and a half after it
started raising money from investors, never engaged an independent auditor, and did not have an
audit committee.  Taller had ultimate authority over these offering documents.
3. In addition, as an investment adviser to both Vision Holdings and StHealth Capital,
Taller owed these clients fiduciary duties to act in their best interests, employ reasonable care to
avoid misleading them, and not engage in self-dealing.  During the Relevant Period, Taller repeatedly
breached his fiduciary duties to Vision Holdings and StHealth Capital.
4. While serving as both CEO of StHealth Capital and Chairman of its Board of
Directors, Taller misappropriated at least $280,000 from StHealth Capital by charging it improper
expenses incurred by companies he solely controlled.  In order to repay that money to StHealth
Capital, Taller in turn misappropriated at least $300,000 (the aforementioned sum plus interest) from
Vision Holdings.  Separately, he misappropriated another $200,000 from Vision Holdings, bringing
his total misappropriations from StHealth Capital and Vision Holdings to at least $500,000.
5. Taller also engaged in a course of fraudulent conduct and self-dealing that involved
both StHealth Capital and Vision Holdings.  Taller directed both StHealth Capital and Vision
Holdings to make loans to a company in which Taller, through a trust established nominally in the
name of his family members, had secretly obtained an interest only days before (“Company A”).
And Taller continued to direct Vision Holdings to make loans to Company A and its affiliates (in
total exceeding $21 million), all while secretly deepening his interests in them.  Company A

3
ultimately defaulted on its loans from StHealth Capital and Vision Holdings, resulting in total losses
to StHealth Capital and Vision Holdings in excess of $21 million.
6. By intentionally engaging in the fraudulent conduct described in this Complaint,
Taller violated the federal securities laws as described below.
VIOLATIONS
7. By virtue of the foregoing conduct and as alleged further herein, Defendant Taller
has violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)],
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], Sections 206(1) and 206(2) of the Investment
Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2) ], and Section 57(a)(4) of
the Investment Company Act of 1940 (“ICA”) [15 U.S.C. § 80a-56(a)] and Rule 17d-1 thereunder
[17 C.F.R. § 270.17d-1].
8. Unless Defendant is permanently restrained and enjoined, he will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b), 20(d), 20(e) [15 U.S.C. §§ 77t(b), 77t(d), and 77t(e)], Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections 209(d) and 209(e) [15 U.S.C. §§ 80b-9(d)
and 80b-9(e)], and ICA Sections 42(d) and 42(e) [15 U.S.C. §§ 80a-41(d) and 80a-41(e)].
10. The Commission seeks a final judgment: (a) permanently enjoining Defendant from
violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering
Defendant to disgorge all ill-   gotten gains he received as a result of the violations alleged here and to
pay prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and

4
21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Defendant to pay civil money
penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section
21(d)(3) [15 U.S.C. § 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)   ], and ICA § 42(e)
[15 U.S.C. § 80a-41(e)]; (d) permanently prohibiting Defendant from serving as an officer or director
of any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C.
§ 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15
U.S.C. § 78u(d)(2)]; and (e) ordering any other and further relief the Court may deem just and
proper.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15
U.S.C. § 80b-14], ICA Section 44 [15 U.S.C. § 80a-43], and 28 U.S.C. § 1331.
12. Defendant, directly and indirectly, has made use of the means or instrumentalities of
interstate commerce or of the mails in connection with the transactions, acts, practices, and courses
of business alleged herein.
13. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)],
Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], and ICA
Section 44 [15 U.S.C. § 80a-43], because certain of  the acts, practices, transactions, and courses of
business constituting the violations alleged herein occurred within this judicial district.  For example,
during all relevant times, the principal offices of  StHealth Capital, its external investment adviser,
StHealth Capital Advisors, LLC (“  StHealth Advisor  s”), and Vision Holdings’ external investment
adviser, Vision Bio Advisors, Ltd. (“  Vision Advisors”), were all located in Manhattan.  In addition,
Taller resided in Manhattan when he engaged in many of  the acts described in this Complaint.

5
DEFENDANT
14. Taller, age 54, resided in New York City while engaging in the fraudulent conduct
described herein but, upon information and belief, currently resides outside the United States.  Taller
is the former CEO of StHealth Capital and Chairman of its Board of Directors, as well as the CEO
of StHealth Capital’s external investment adviser, StHealth Advisors.  In addition, Taller is the
former CEO of Vision Holdings and Chairman of its B oard of Directors, as well as the CEO of
Vision Holdings’ external investment adviser, Vision Advisor  s.  At various times, Taller held other
titles, such as StHealth Capital’s Chief Compliance Officer, Anti-Money Laundering Officer, interim
Chief Financial Officer (“CFO”), Treasurer, and Secretary.  Taller is the sole owner of StHealth
Advisors, Vision Advisors, Consorcia Management LLC, and VBB Management Advisory LLC.
OTHER RELEVANT ENTITIES
15. StHealth Capital is a Maryland corporation that began operating on February 16,
2017.  StHealth Capital, whose principal place of business is New York City, was an externally
managed, non-diversified, closed-end management investment company.  In 2015, StHealth Capital
elected to become a business development company pursuant to ICA Section 54(a) [15 U.S.C.
§ 80a–53(a)].
1
  On March 13, 2018, Taller acquired StHealth Advisors and was appointed CEO of
StHealth Capital.  Taller served as StHealth Capital’s CEO from March 14, 2018 to May 28, 2022,
and as StHealth Capital’s interim CFO, Treasurer, and Secretary from December 4, 2020 to
approximately May 28, 2022.  Taller also has served as an interested member of StHealth Capital’s
Board of Directors since June 29, 2018, and he served as its Chairman from June 29, 2018 to June

1
 A business development company is a closed-end company that elects to be subject to certain
provisions of the ICA without having to register as an investment company.  See 15 U.S.C. § 80a-
53(a)   .  A closed-end company does not issue redeemable securities and does not continuously offer
its shares for sale.  See 15 U.S.C. § 80a-5(a).  Closed end companies thus differ from mutual funds,
which are open-end companies.

6
24, 2022.  After Taller acquired StHealth Advisors, StHealth Capital offered and sold securities from
approximately March 2019 to February 2022 pursuant to a registration statement filed with the SEC.
During that time, StHealth Capital raised approximately $7.5 million from investors.  On October 6,
2023, as a result of StHealth Capital failing to file periodic reports with the Commission, the
Commission revoked the registration of StHealth Capital’s securities.  In January 2025, StHealth
Capital withdrew its election to be a BDC.  As of the date of this Complaint, StHealth Capital has
dissolved and is in the process of winding down.
16. StHealth Advisors is a Delaware limited liability company, formed in 2014, with its
principal place of business in New York City.  At all relevant times, StHealth Advisors was the
unregistered external investment adviser to StHealth Capital, with which it had an advisory
agreement until StHealth Capital terminated the agreement on May 13, 2023.  Taller, through a
wholly owned entity, acquired complete ownership of StHealth Advisors on March 13, 2018.  Taller
is StHealth Advisors’ manager and, in practice, was its   sole provider of investment advice to
StHealth Capital: it is an alter ego of Taller.  Under the advisory agreement, StHealth Advisors was
compensated for its services through reimbursement of expenses and a base asset management fee
and, if applicable, an incentive fee based on performance.  StHealth Capital never paid StHealth
Advisors a management fee or incentive fee, but it did reimburse StHealth Advisors—or related
companies that Taller also owned—for expenses purportedly incurred on behalf of StHealth Capital
between approximately May 2019 and January 2022.
17. Vision Holdings was incorporated in Puerto Rico in 2019 and, at all relevant times,
operated in New York City.  Vision Holdings was formed for the stated purpose of making loans
and providing debt financing to healthcare-related companies.  Vision Holdings’ private placement
memoranda (“PPMs”) also stated that Vision Holdings anticipated establishing or acquiring one or
more banks.  Vision Holdings never established or acquired any banks.  Between approximately

7
January 2020 and April 2022, Vision Holdings raised approximately $48.6 million by offering and
selling securities pursuant to notices filed with the SEC that claimed exemption from registration
under Securities Act Rule 506(c) [17 CFR § 230.506(c)].  Taller served as a member of Vision
Holdings’ Board of Directors from December 30, 2019 to January 1, 2024, including as its Chairman
from August 13, 2021 to January 1, 2024.  Taller served as Vision Holdings’ CEO from December
21, 2019 to January 1, 2024.
18. Vision Advisors is a Cayman Islands corporation, incorporated in 2020, with its
principal place of business in New York City.  Taller is the sole owner and officer of Vision
Advisors and was the sole provider of investment advice to Vision Holdings: it is an alter ego of
Taller.  Vision Advisors served as the external adviser to Vision Holdings pursuant to an investment
advisory agreement, effective as of March 31, 2020.  Under the advisory agreement, Vision Advisors
was compensated for its services through reimbursement of expenses, a base asset management fee
and, if applicable, an incentive fee based on performance.  Between 2020 and 2023, Vision Holdings
paid entities owned by Taller, which were affiliates of Vision Advisors, more than $1.6 million in
management fees and expense reimbursement.
19. Consorcia Management LLC (“Consorcia”) is a Delaware limited liability
company formed in 2013.  Taller is the sole member (i.e., owner) of Consorcia: it is his alter ego.
20. VBB Management Advisory LLC (“VBB Management”) is a Delaware limited
liability company formed in 2021.  Taller is the sole member (i.e., owner) of VBB Management: it is
his alter ego.
21. The Trust is a Delaware irrevocable trust created by Taller on or about May 1, 2020.
Taller’s children are the beneficiaries of The Trust.
22. Company A is  a Delaware limited liability company formed in 2019 with its
principal place of business in Florida.  Company A’s stated focus was on developing technologies in

8
the fields of healthcare and mobile patient monitoring.
23. Company B is a Florida limited liability company formed in 2015 with its principal
place of business is in Florida.  Company B was an affiliate of Company A.
24. Company C is a Delaware limited liability company formed in 2020 with its
principal place of business in Florida.  Company C is a wholly-owned subsidiary of Company A.
FACTS
I. TALLER DIRECTED VISION HOLDINGS TO DISSEMINATE OFFERING
DOCUMENTS TO INVESTORS CONTAINING MATERIAL
MISREPRESETATIONS

25. Between January 19, 2020 and November 16, 2020, while Vision Holdings’ CEO,
Taller directed the Fund to disseminate offering documents, specifically Vision Holdings’ PPMs,
which described its offering of securities to prospective investors.
26. Taller had ultimate authority over the statements in the PPMs.  Taller received draft
PPMs and directed Vision Holdings employees to send the final PPMs to prospective investors and
to the placement agent for Vision Holdings’ offering.  As Vision Holdings’ CEO and Chairman of
its Board of Directors ( which had no functioning role as a board until August 1, 2021), Taller was
the sole person authorized to approve such investor communications.
27. Each Vision Holdings investor received a PPM and was required to confirm in
writing that he or she had reviewed the PPM prior to investing in Vision Holdings.
 A. Material Misrepresentations Concerning Vision Holdings’ Board of Directors

28. Vision Holdings’ PPMs represented that the Fund would be subject to the overall
supervision and oversight by a Board of Directors; that the majority of the Board’s members would
be non-affiliated with Vision Advisors; and that the Board would supervise the work of Vision
Advisors.

9
29. Thus, starting with its January 19, 2020 PPM, Vision Holdings informed investors
that Vision Advisors would be “[s]ubject to the overall supervision of” Vision Holdings’ Board of
Directors.
30. The January 19, 2020 PPM further stated that Vision Holdings’ “business and affairs
are managed under the direction of the Board of Directors,” which, among other things, was
responsible for “oversight” of Vision Holdings’ “investment activities, the quarterly valuation of its
assets, oversight of its financing arrangements and corporate governance activities.”
31. The January 19, 2020 PPM also stated that Vision Advisors would “work closely
with the Board” to monitor Vision Holdings’ investment portfolio and exit opportunities.
32. The January 19, 2020 PPM further stated that the Board of Directors would review
the performance of investments “on a quarterly basis” and value its loans and other financial
instruments “at the end of each calendar quarter.”
33. The January 19, 2020 PPM identified by name the five purported members of the
Board of Directors and provided a biography for each.  According to the PPM, the Board of
Directors consisted of Taller, one other Vision Holdings officer (who served as CFO and COO of
Vision Holdings), and three non-affiliated directors (including a former state senator).  The PPM
stated that each named person had been a “Director Since” 2019—i.e., Vision Holdings’ founding.
34. Those representations corresponded with Vision Holdings’ founding documents.
On December 30, 2019, Vision Holdings’ sole incorporator adopted a resolution purporting to elect
the five aforementioned directors “to serve until the first annual meeting of Shareholders, and until
their successors are duly elected and qualify.”
35. In reality, however, the January 19, 2020 PPM’s representations about the board
were false.  Despite purportedly being “elected” to the board in December 2019, the three non-
affiliated directors had no working relationship with Vision Holdings at the time.  In fact, the three

10
non-affiliated directors named in the January 19, 2020 PPM did not even know that they had been
appointed to Vision Holdings’ Board of Directors and never attended any board meetings (until one
of them joined the Board of Directors in August 2021).
36. At Taller’s direction, through mid-November 2020, Vision Holdings continued to
disseminate PPMs falsely representing that Vision Holdings had a functioning five-member Board
of Directors.  These PPMs, dated June 24, 2020 and August 26, 2020, contained similar
misrepresentations regarding the composition of the Board of Directors and its supervision and
oversight of Vision Advisors.
37. On November 17, 2020, Vision Holdings issued a revised PPM that first represented
that “activat[ion]” of the Board of Directors was contingent on the issuance of license to operate a
bank by Puerto Rican regulators, which had not yet occurred.
38. Thus, from January 19, 2020 to November 16, 2020, Vision Holdings’ PPMs
represented the existence of a functioning Board of Directors.
39. Those representations were false.  Until August 1, 2021, Vision Holdings effectively
operated without a Board of Directors as Taller was singlehandedly managing Vision Holdings and
advising it through Vision Advisors without any independent supervision or oversight.  There was
no Board of Directors performing supervisory or oversight functions, as represented in the PPMs.
40. Between January 19, 2020 and November 16, 2020—while the PPMs falsely
represented that a supervising Board of Directors was in place—investors invested more than $22
million in Vision Holdings.
41. The fact that Vision Holdings did not have a Board of Directors or supervision or
oversight of Taller and Vision Advisors was information that reasonable investors would have
wanted to know before making an investment in Vision Holdings.

11
B. Material Misrepresentations Concerning Vision Holdings’ Auditors and Audit
Committee
42. The January 19, 2020 PPM stated that Vision Holdings’ “Auditors” were Accounting
Firm A, one of the “Big Four” accounting firms.
43. The January 19, 2020 PPM further stated that Accounting Firm A’s work would be
reviewed by an “Audit Committee” of Vision Holdings’ Board of Directors.
44. The January 19, 2020 PPM named three purported members of the Audit
Committee, none of whom were Taller.
45. The January 19, 2020 PPM’s representations regarding Accounting Firm A and the
“Audit Committee” were false.
46. In fact, Vision Holdings had neither engaged Accounting Firm A nor even contacted
Accounting Firm A regarding auditing services.
47. In addition, Vision Holdings had no Audit Committee, as it had no functioning
Board of Directors.
48. At Taller’s direction, until approximately August 25, 2020, Vision Holdings
continued to disseminate PPMs falsely representing that Accounting Firm A was its Auditors.  On
August 26, 2020, Vision Holdings changed its PPM to state that it was “in the process” of engaging
an auditor.
49. Vision Holdings’ financial statements were never audited.
50. Between January 19, 2020, and August 25, 2020—when the PPMs falsely represented
that Accounting Firm A was serving as Vision Holdings’ Auditors and that the Fund had an Audit
Committee—investors invested more than $5.5 million in Vision Holdings.
51. The lack of an auditor and an Audit Committee is information that reasonable
investors would have wanted to know before making an investment in Vision Holdings.

12
II. TALLER DIRECTED STHEALTH CAPITAL AND VISION HOLDINGS TO
MAKE LOANS TO COMPANIES IN WHICH TALLER HAD UNDISCLOSED
CONFLICTS OF INTEREST

52. Between May 2020 and January 2021—while serving as CEO to both StHealth
Capital and Vision Holdings, and while acting as an investment adviser to each through StHealth
Advisors and Vision Advisors—Taller directed StHealth Capital and Vision Holdings to loan a total
of approximately $21.875 million to two companies (Company A and Company B) in which he had
an undisclosed financial interest (collectively, the “Loans”).
53. Taller did not disclose this conflict of interest to StHealth Capital’s Board of
Directors, StHealth Capital’s investors, or to Vision Holdings’ investors.   There were no other
participating members of Vision Holdings’ Board of Directors at that time.
54. Taller arranged for the companies that received the Loans to invest in crypto assets
pursuant to an agreement whereby Taller’s company Consorcia would receive “management fees”
on the gains in those assets.  By doing so, Taller created another direct, undisclosed conflict of
interest between his own interests and those of StHealth Capital and Vision Holdings.
A. StHealth Advisors and Taller Were Both Investment Advisers to StHealth
Capital

55. StHealth Advisors and Taller were both investment advisers to StHealth Capital as
defined in the Advisers Act and the ICA.
56. StHealth Advisors was—for compensation and pursuant to a written advisory
agreement dated August 7, 2018 (“StHealth Advisory Agreement”)—in the business of advising
StHealth Capital as to the value of securities and/or as to the advisability of investing in, purchasing,
or selling securities.
57. The StHealth Advisory Agreement provided that StHealth Advisors’ duties included:
“(i) determin[ing] the composition and allocation of the portfolio of [StHealth Capital], the nature
and timing of the changes therein, and the manner of implementing such changes; (ii) identify[ing],

13
evaluat[ing] and negotiat[ing] the structure of the investments made by [StHealth Capital]; (iii)
execut[ing], monitor[ing] and service[ing] [ StHealth Capital]’s investments; (iv) determin[ing] the
securities and other assets that [StHealth Capital] shall purchase, retain, or sell; (v) perform[ing] due
diligence on prospective portfolio companies; and (vi) provid[ing] [ StHealth Capital] with such other
investment advisory, research and related services as [StHealth Capital] may, from time to time,
reasonably request or require for the investment of its funds.”
58. Pursuant to StHealth Advisory Agreement, StHealth Advisors was entitled to
compensation for its investment advisory services and reimbursement of its expenses incurred on
StHealth Capital’s behalf.
59. Between approximately May 2019 and January 2022, StHealth Capital paid StHealth
Advisors, and therefore Taller, for expenses it purportedly incurred on StHealth Capital’s behalf.
60. Through Taller, StHealth Advisors regularly furnished advice to StHealth Capital
concerning the desirability of investing in, purchasing, or selling securities or other property.
61. Taller also personally acted as an investment adviser to StHealth Capital.  As CEO of
StHealth Advisors, and through his ownership and control of StHealth Advisors, Taller directed   the
management and policies of StHealth Advisors.
62. Among other things, Taller personally advised StHealth Capital concerning which
investments to make and directed   the purchase and sale of its securities.  For example, Taller
recommended that StHealth Capital invest in Company A, and he approved that investment.
63. Taller, through his alter ego entities—i.e., StHealth Advisors and other entities he
solely owned—received compensation in the form of reimbursement of expenses for advising
StHealth Capital.

14
64. As investment advisers to StHealth Capital, both StHealth Advisors and Taller were
fiduciaries to StHealth Capital and, thus, owed StHealth Capital affirmative duties of utmost good
faith and full and fair disclosure of all material facts.
65. StHealth Advisors and Taller each also had an affirmative duty to employ reasonable
care to avoid misleading StHealth Capital, and to act in StHealth Capital’s best interest.
66. StHealth Advisors and Taller each had a duty to eliminate, or at least disclose, all
conflicts of interest which might incline them—consciously or unconsciously—to render advice
which was not disinterested.
67. As explained in paragraphs 9 0 to 120, and 124 to 131 below, Taller breached his
fiduciary duties to StHealth Capital by (1) failing to make full and fair disclosure when he invested
StHealth Capital’s assets in a portfolio company despite his personal interests in that company; and
(2) misappropriating money from StHealth Capital through improper expense reimbursements.
B. Vision Advisors and Taller Were Both Investment Advisers to Vision
Holdings

68. Vision Advisors and Taller were both investment advisers to Vision Holdings as
defined in the Advisers Act.
69. Vision Advisors was—for compensation and pursuant to written investment
advisory agreements dated June 23, 2020 (effective March 31, 2020), and May 14, 2022 (the “Vision
Advisory Agreements”)—in the business of advising Vision Holdings as to the value of securities
and/or as to the advisability of investing in, purchasing, or selling securities.
70. The Vision Advisory Agreements provided that Vision Advisors’ duties included: “(i)
provid[ing] recommendations regarding the composition and allocation of the portfolio of [Vision
Holdings], the nature and timing of the changes therein and the manner of implementing such
changes; (ii) identify[ing] and evaluat[ing] the structure of the loans made by [Vision Holdings], and
mak[ing] recommendations regarding the same; (iii  ) monitor[ing] and servic[ing] [ Vision Holdings]’s

15
loans and other investments; (iv) mak[ing] recommendations regarding the loan, securities and other
assets that [Vision Holdings] shall purchase, retain, or sell; (v) perform[ing] due diligence on
prospective portfolio companies; and (vi) provid[ing] [ Vision Holdings] with such other lending,
investment advisory, research and related services as [Vision Holdings] may, from time to time,
reasonably request or require for the investment of its funds.”
71. Pursuant to the Vision Advisory Agreements, Vision Advisors was entitled to
compensation for the investment advisory services it provided.
72. Between July 20, 2020, and December 29, 2023, at Taller’s direction, Vision
Holdings paid more than $1.6 million in management fees to entities owned by Taller.
73. The Vision Advisory Agreements also entitled Vision Advisors to reimbursement of
expenses that Vision Advisors incurred on Vision Holdings’ behalf.
74. Vision Holdings paid at least $77,000 to affiliates of Vision Advisors for
reimbursement of expenses.
75. Taller also acted as an investment adviser to Vision Holdings.  As CEO of Vision
Advisors, and through his sole ownership and control of Vision Advisors, Taller directed   the
management and policies of Vision Advisors.
76. Among other things, Taller advised Vision Holdings about which investments to
make and directed   the purchase and sale of securities.  For example, Taller recommended that
Vision Holdings invest in Company A and Company B, and he approved the investments.
77. Taller received compensation for advising Vision Holdings concerning its
investments, through his entities to which Vision Holdings paid the management fees due to Vision
Advisors for its advisory services.  Taller also received compensation for advising Vision Holdings
concerning its investments, through his entities to which Vision Holdings paid the reimbursement of
expenses.

16
78. As investment advisers, both Vision Advisors and Taller were fiduciaries to Vision
Holdings and, thus, owed Vision Holdings affirmative duties of upmost good faith and full and fair
disclosure of all material facts.
79. Vision Advisors and Taller each also had an affirmative duty to employ reasonable
care to avoid misleading Vision Holdings, and to act in Vision Holdings’ best interest.
80. Vision Advisors and Taller each had a duty to eliminate, or at least disclose, all
conflicts of interest which might incline them—consciously or unconsciously—to render advice
which was not disinterested.
81. As explained in paragraphs 90 to 124, and 132 to 142 below, Taller breached his
fiduciary duties to the Vision Holdings by (1) failing to make full and fair disclosure when he
invested a substantial portion of Vision Holdings’ assets in portfolio companies despite his personal
interests in those companies; and (2) by misappropriating assets from Vision Holdings.
C. Taller Controlled Both StHealth Capital and Vision Holdings

82. Taller controlled both StHealth Capital and Vision Holdings.
83. Taller also owned and controlled StHealth Advisors, which had a contractual
advisory agreement with StHealth Capital that gave StHealth Advisors broad duties and
responsibilities with respect to advising StHealth Capital.
84. StHealth Capital’s PPMs stated that StHealth Advisors would be subject to overall
supervision by StHealth Capital’s three-person Board of Directors, of which Taller served as
Chairman.  In practice, however, Taller exercised control over the investment decisions of StHealth
Capital; he was StHealth Advisors’ sole source of investment advice and had ultimate influence and
discretion over StHealth Capital’s investments.  Furthermore, when Taller consulted with the other
BDC directors regarding investments, he was commandeering and dominating in his persuasiveness,
and StHealth Capital ultimately made investments recommended by Taller.

17
85. Taller also owned and controlled Vision Advisors, which had written contractual
advisory agreements with Vision Holdings, which gave Vision Advisors broad duties and
responsibilities with respect to advising Vision Holdings.  Taller signed th ose agreements on behalf
of Vision Advisors, and he also countersigned one of the agreements on behalf of Vision Holdings.
86. Although the Vision Advisory Agreements purported to give Vision Advisors “non-
discretionary” authority—and although Vision Holdings’ PPMs stated that Vision Advisors would
be subject to overall supervision by Vision Holdings’ Board of Directors—from December 2019 to
August 2021, Vision Holdings had no functioning Board of Directors, and Taller exercised complete
control over Vision Holdings’ investment decisions.
87. From December 2019 to August 2021, Taller was Vision Holdings’ sole source of
investment advice, served as an officer as well as the sole director for Vision Holdings, and had
discretion over Vision Holdings’ investments.
88. Even after August 2021—when Vision Holdings formed a board with independent
directors—Taller continued to control Vision Holdings and continued to exercise sole discretion
over its investment decisions.  For example, in October 2022, Taller unilaterally liquidated
approximately 40% of Vision Holdings’ brokerage account without informing Vision Holdings’
Board of Directors.
89. In general, any Board approval for Taller’s recommended investments was a mere
formality and was never withheld.
D. Taller Acquired an Interest in Company A and, Days Later, Directed StHealth
Capital and Vision Holdings to Loan Money to Company A

90. On or about May 1, 2020, Taller created an irrevocable trust that named Taller’s
three children as its beneficiaries (the “Trust”).

18
91. On or about April 29, 2020, Company A’s parent transferred 19,200 of Company A’s
preferred membership interests to the Trust for the stated consideration of $1,000 pursuant to a
Membership Interest Purchase Agreement.
92. Following this transaction, the Trust owned approximately 2% of Company A,
which had a book value of approximately $23 million.
93. Days later, on or about May 4, 2020, Taller directed StHealth Capital to enter into a
purchase agreement with Company A for a $200,000 promissory note convertible into shares of
Company A.  Taller signed the purchase agreement on behalf of StHealth Capital.  StHealth Capital
transferred $200,000 to Company A.
94. Simultaneously, Taller directed Vision Holdings to enter into a purchase agreement
with Company A for a $1.8 million promissory note convertible into shares of Company A.  Taller
signed the purchase agreement on behalf of Vision Holdings.  Vision Holdings transferred $1.8
million to Company A.
95. Taller did not disclose to StHealth Capital’s Board of Directors or its investors that
the Trust had acquired an interest in Company A immediately prior to StHealth Capital’s loan
investment.  Nor did Taller disclose to Vision Holdings’ investors (Vision Holdings had no
functioning Board of Directors at the time) that the Trust had acquired an interest in Company A
immediately prior to Vision Holdings’ loan investment.
96. Moreover—by virtue StHealth Capital’s and Vision Holdings’ relationship to each
other, by and through Taller and entities under his control—StHealth Capital’s and Vision Holdings’
simultaneous loans to Company A constituted “joint” arrangements under Section 57 of the ICA.
Specifically, Taller and StHealth Advisors are affiliated persons of StHealth Capital, within the
meaning of Section 57 of the ICA, because Taller was a director and officer of StHealth Capital, and
StHealth Advisors was StHealth Capital’s investment adviser pursuant to contract.  Taller, StHealth

19
Advisors, and Vision Advisors are also affiliated persons of StHealth Capital by virtue of Taller’s
common control of StHealth Advisors and Vision Advisors.  Additionally, StHealth Capital and
Vision Holdings were affiliated by virtue of Taller’s common control.  Their investment advisers,
StHealth Advisors and Vision Advisors, were alter egos of Taller, their owner, CEO, and sole source
of investment advice.  Taller exercised managerial control over StHealth Capital and Vision
Holdings, and Taller made their investment decisions.
97. Under ICA Rule 17d-1, joint arrangements include any written or oral plan, contract,
authorization or arrangement, or any practice or understanding concerning an enterprise or
undertaking whereby a registered investment company—such as a BDC—and any affiliated person
have a joint or joint and several participation, or share in the profits of  such enterprise or
undertaking.  Even a loose combination of  transactions can qualify as a joint arrangement.
98. Thus, pursuant to Rule 17d-1 of the ICA, StHealth Capital was required to file an
application with the SEC and await the granting of an SEC order prior to such transaction.
99. StHealth Capital never applied for and never received the requisite SEC order.
E. Taller Directed Vision Holdings to Make Additional Loans to Company A
and Company B, While Engaging in his Own Undisclosed Business with
Company A and Company B

100. Company A was largely dependent on Vision Holdings for operating capital.
101. Throughout 2020 and early 2021, Taller directed Vision Holdings to make additional
loans to Company A and to its affiliate, Company B.
102. In addition to the $1.8 million it loaned on May 4, 2020, Taller directed Vision
Holdings to loan Company A the following amounts, which were transferred from Vision Holdings
to Company A, for a cumulative total of $19.3 million:
August 18, 2020:  $2,000,000;
August 31, 2020:   $2,000,000;
September 11, 2020:    $2,000,000;
September 28, 2020:    $2,000,000;

20
October 22, 2020:  $2,000,000;
November 5, 2020:   $2,000,000;
November 10, 2020:    $1,000,000;
January 22, 2021:   $4,500,000.

103. On September 2, 2020, Taller directed Vision Holdings to enter into a loan and
security agreement with Company B.  Pursuant to that agreement, between September and
December 2020, Vision Holdings loaned Company B the following amounts, which were transferred
from Vision Holdings to Company B, for a cumulative total of $2.375 million:
  September 2, 2020:  $625,000;
October 1, 2020:  $625,000;
October 30, 2020:  $625,000;
December 3, 2020:  $500,000.

104. While he was directing Vision Holdings to make the above loans, Taller did not
disclose the Trust’s ownership interest in Company A to Vision Holdings’ shareholders.  Vision
Holdings had no functioning Board of Directors at the time.
105. In addition, while Taller was continuing to direct Vision Holdings to loan money to
Company A and Company B, Taller deepened his interests in those companies and their affiliates,
creating greater conflicts of interest between himself and his advisory client, Vision Holdings.
106. Specifically, on or about September 20, 2020, Taller directed his company Consorcia
to enter into a contractual agreement with Company A’s principal for the purpose of “developing
the business interests of [the principal] and those of any of his Affiliated entities” (“  Consorcia
Agreement I”).
107. Consorcia Agreement I noted that Consorcia had assisted Company B in “secur[ing]
financing of various forms in a series of transactions.”
108. Consorcia Agreement I entitled Consorcia to a 10% “Successor Ownership Interest”
in certain Company B assets upon a successful refinancing thereof.

21
109. On or about October 15, 2020, Taller directed Consorcia to enter into a contractual
agreement with Company B and Company C, both affiliates of Company A (“  Consorcia Agreement
II”).
110. Consorcia Agreement II provided that Consorcia would “facilitate business alliances
and manage the relationship between [Company B and Company C] and various third-party
providers of cryptocurrency-related services.”  The agreement entitled Consorcia to a 45%
management fee on any gain on the net value of digital assets purchased pursuant to the agreement.
111. Between September and November 2020, Company B transferred $375,000 to
Consorcia, which Consorcia used to purchase crypto assets.
112. Between October 2020 and January 2021, Company C purchased $1.6 million in
crypto assets.
113. In all, Taller helped orchestrate $1.975 million in crypto asset purchases by Company
B and Company C.
114. Taller never disclosed to StHealth Capital’s Board of Directors or investors or to
Vision Holdings’ investors (Vision Holdings had no functioning Board of Directors at the time) that
he stood to profit from facilitating Company B’s and Company C’s purchases of crypto assets, or
that this created a conflict of interest.
115. Nor did Taller disclose the conflicts of interest created by the fact that he would
personally profit from Company A’s and its affiliates’ purchases of crypto assets.
116. Finally, between October 21, 2020 and February 4, 2021, Taller directed certain
entities that he solely owned to enter into other transactions with Company A and Company B,
without disclosing these transactions (or the conflicts of interest they created) to Vision Holdings’
shareholders (Vision Holdings had no functioning Board of Directors at the time).
117. Company A and Company B ultimately defaulted on the Loans.

22
118. In September 2021, Vision Holdings sued Company A and its principal for loan
repayment.
119. Although Vision Holdings secured judgments in its favor, it was unable to recoup
the value of its loans to Company A and Company B, losing more than $21 million in principal, plus
interest.
120. StHealth Capital, which did not sue Company A, lost the entirety of its $200,000 loan
to Company A.
III. TALLER MISAPPROPRIATED FUNDS FROM STHEALTH CAPITAL AND
VISION HOLDINGS

A. Taller Misappropriated $200,000 from Vision Holdings
121. On or about June 15, 2021 (while Vision Holdings had no functioning Board of
Directors), Taller directed Vision Holdings to transfer $200,000 to his company, VBB Management.
122. On or about July 6, 2021, Taller comingled those funds with $50,000 from one of his
companies, Consorcia, and used the combined sum to purchase crypto assets in the account of VBB
Management.
123. Taller did not return the $200,000 that he misappropriated from Vision Holdings.
B. Taller Misappropriated Approximately $286,000 from StHealth Capital and
Approximately $305,000 from Vision Holdings
124. Taller exploited his positions in StHealth Capital and Vision Holdings, and their lack
of oversight over his activities, to charge inappropriate expenses to StHealth Capital and, when
discovered, to direct Vision Holdings to reimburse those expenses with investors’ money.
Misappropriation from StHealth Capital
125. Under StHealth Advisory   Agreement, StHealth Advisors was entitled to
reimbursement of expenses incurred on StHealth Capital’s behalf.

23
126. Between 2019 and 2022, StHealth Capital paid StHealth Advisors, and/or affiliated
entities that Taller owned, the following amounts for expense reimbursement:
2019:    $77,999;
2020:    $146,949;
2021:    $139,974;
2022:    $25,000

127. In fact, however, certain of these amounts were not expenses of StHealth Capital,
and Taller should not have charged StHealth Capital for those amounts.
128. Beginning in or around April 2022, StHealth Capital’s Board of Directors undertook
a review to determine whether StHealth Advisors or its affiliated entities had overcharged StHealth
Capital for expense reimbursements (the “Review”).  The Review, which concluded in or around
August 2022, determined that StHealth Capital had improperly paid Taller’s entities expense
reimbursements of the following amounts: $35,919 in 2019; $120,460 in 2020; $105,587 in 2021; and
$25,000 in 2022.  The Review also determined that interest on the improper reimbursements was
$18,743.
129. The Review determined that the correct expenses that should have been allocated to
StHealth Capital from 2019 to 2022 were as follows:
2019:    $42,080;
2020:    $26,489;
2021:    $34,387;
2022:    $0

130. A November 2024 independent audit confirmed the Review’s determinations.
131. In total, Taller and his entities improperly charged StHealth Capital approximately
$286,966 for expense reimbursement to which they were not entitled.

24
Misappropriation from Vision Holdings to Reimburse StHealth Capital
132. Rather than reimburse StHealth Capital for the expenses he and his entities had
improperly charged to StHealth Capital himself, Taller directed Vision Holdings to reimburse
StHealth Capital for these expenses.
133. Thus, on or about April 22, 2022, Taller directed Vision Holdings to pay StHealth
Capital $105,587 for the expenses his entities had improperly charged StHealth Capital in 2021.
134. StHealth Capital and Vision Holdings are legally separate entities that do not share a
contractual relationship whereby one can directly request reimbursement of expenses from the
other.
135. Nevertheless, Vision Holdings paid $105,587 to StHealth Capital on or about April
22, 2022.
136. Taller did not consult Vision Holdings’ Board of Directors prior to authorizing the
April 22, 2022 payment of $105,587 from Vision Holdings to StHealth Capital.
137. As to the remaining $200,122 that Taller and his entities had improperly charged to
StHealth Capital (consisting of the overcharges for 2019, 2020, 2022, and $18,743 in interest), Taller
again directed that Vision Holdings make that payment.
138. On or about October 13, 2022, Taller directed Vision Holdings to transfer $200,200
to his personal attorneys’ trust account.  On or about October 25, 2022, Taller directed that
$200,122 be transferred from the attorneys’ trust account to StHealth Capital.
139. According to the Vision Advisory Agreements, to receive reimbursement for
expenses from Vision Holdings, Vision Advisors should have prepared and delivered a statement
documenting the expenses that it or its affiliates incurred on Vision Holdings’ behalf.  Taller did not
submit documentation to Vision Holdings’ Board of Directors stating that the $200,122 were
expenses incurred on behalf of Vision Holdings.

25
140. Vision Holdings’ Board of Directors did not adopt a resolution or written consent
authorizing the payment of $200,200 to StHealth Capital.
141. Nevertheless, Taller directed the $200,200 payment from Vision Holdings.
142. In total, Taller improperly charged $286,966 to StHealth Capital, and Taller
improperly transferred $305,787 ($105,587 plus $200,200) from Vision Holdings to reimburse
StHealth Capital.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)

143. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 54, 68 through 124, and 132 through 142.
144. By engaging in the conduct described above with respect to Vision Holdings,
Defendant, in the offer or sale of securities and by the use of the means or instruments of
transportation or communication in interstate commerce or the mails, directly or indirectly: ( 1)
knowingly or recklessly employed one or more devices, schemes or artifices to defraud; (2)
knowingly, recklessly, or negligently obtained money or property by means of one or more untrue
statements of a material fact or omissions of a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading; and/or
(3) knowingly, recklessly, or negligently engaged in one or more transactions, practices, or courses of
business which operated or would operate as a fraud or deceit upon the purchaser.
145. By reason of the foregoing, Defendant Taller violated and, unless enjoined, will again
violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].

26
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

146. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 54, 68 through 124, and 132 through 142.
147. By engaging in the conduct described above with respect to Vision Holdings,
Defendant directly or indirectly, in connection with the purchase or sale of securities and by the use
of means or instrumentalities of interstate commerce, or the mails, or the facilities of a national
securities exchange, knowingly or recklessly: (i) employed one or more devices, schemes, or artifices
to defraud; (ii) made one or more untrue statements of a material fact or omitted to state one or
more material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or: (iii) engaged in one or more acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other persons.
148. By reason of the foregoing, Defendant Taller, directly or indirectly, violated and,
unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(1) and (2)

149. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 142.
150. At all relevant times, Defendant was an investment adviser to StHealth Capital and to
Vision Holdings under Advisers Act Section 202(a)   (11) [15 U.S.C. § 80b-2(a)   (11)].
151. By engaging in the conduct described above with respect to both StHealth Capital
and Vision Holdings, and in breach of his fiduciary duties to StHealth Capital and Vision Holdings,
Defendant, by use of  the mails or any means or instrumentality of  interstate commerce, directly or
indirectly: (i) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud

27
any client or prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in one or
more transactions, practices, and courses of  business which operated or would operate as a fraud or
deceit upon any client or prospective client.
152. By reason of  the foregoing, Defendant Taller, directly or indirectly, has violated and,
unless enjoined, will again violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and
80b-6(2)].
FOURTH CLAIM FOR RELIEF
Violations of Investment Company Act Section 57(a)(4) and Rule 17d-1 Thereunder

153. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 24 and 52 through 99.
154. By engaging in the conduct described above with respect to StHealth Capital,
Defendant Taller, while an affiliated person of  StHealth Capital, acting as principal, participated in,
or effected a transaction in connection with, any joint enterprise or other joint arrangement or
profit-sharing plan in which StHealth Capital was a participant.  “Joint enterprise or other joint
arrangement or profit-sharing plan” is defined in ICA Rule 17d-1, which applies to ICA Section
57(a)(4) pursuant to Section 57(i), to include any written or oral plan, contract, authorization or
arrangement, or any practice or understanding concerning an enterprise or undertaking whereby a
registered investment company and any affiliated person have a joint or joint and several
participation, or share in the profits of  such enterprise or undertaking.
155. By reason of the forgoing, Defendant Taller violated, and unless enjoined and
restrained will continue to violate, Section 57(a)(4) of the ICA [15 U.S.C. § 80a-56(a)(4)] and ICA
Rule 17d-1 [17 C.F.R. § 270.17d-1].

28
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendant and his agents, servants, employees and attorneys and all
persons, including entities, in active concert or participation with any of them from violating,
directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. §§ 240.10b-5(b)], Advisers Act Sections
206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and ICA Section 57(a)(4) [15 U.S.C. § 80a-
56(a)(4)] and Rule 17d-1 [17 C.F.R. § 270.17d-1] thereunder.
II.
Ordering Defendant to disgorge all ill-gotten gains he received directly or indirectly, with
pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
III.
Ordering Defendant to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], Advisers Act Section
209(e) [15 U.S.C. § 80b–9(e)], and ICA Section 42(e) [15 U.S. Code § 80a–41(e)].
IV.
Permanently prohibiting Defendant from serving as an officer or director of any company
that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)].

29
V.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
April 29, 2025
 /s/ Todd D. Brody
Todd D. Brody
Thomas J. Smith, Jr.
Alison Conn
Wesley W. Wintermyer (not admitted)
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-0080 (Brody)
[email protected]

Thomas P. Smith, Jr.  
Alison Conn 
Todd D. Brody  
Wesley W. Wintermyer 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-0080 (Brody)  
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
DEREK R. TALLER,    
  
                                             Defendant. 
 
 

 
 
COMPLAINT 

   
25 Civ. 3537 (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for its Complaint 

against Defendant Derek R. Taller (“Taller”), alleges as follows: 

SUMMARY 

1. Between January 2020 and October 2022 (the “Relevant Period”), Taller engaged in 

persistent and egregious fraudulent conduct while managing and advising two separate investment 

vehicles—an unregistered fund, Vision BioBanc Holdings, LLC (“Vision Holdings”), and a business 

development company, StHealth Capital Investment Corporation (“StHealth Capital”).  

2. During 2020, while Chief Executive Officer (“CEO”) of Vision Holdings, Taller 

disseminated offering documents to prospective investors containing multiple material 

misrepresentations concerning the oversight and supervision of Vision Holdings, including: (1) that 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 1 of 29



 2 

Vision Holdings’ investment objectives and portfolio valuations would be subject to supervision by 

Vision Holdings’ Board of Directors; (2) that Vision Holdings’ financial statements would be 

audited by one of the “Big Four” accounting firms (“Accounting Firm A”), which it named; and (3) 

that the auditor’s work would be reviewed by Vision Holdings’ Audit Committee.  In fact, Vision 

Holdings operated without a functioning Board of Directors for more than a year and a half after it 

started raising money from investors, never engaged an independent auditor, and did not have an 

audit committee.  Taller had ultimate authority over these offering documents. 

3. In addition, as an investment adviser to both Vision Holdings and StHealth Capital, 

Taller owed these clients fiduciary duties to act in their best interests, employ reasonable care to 

avoid misleading them, and not engage in self-dealing.  During the Relevant Period, Taller repeatedly 

breached his fiduciary duties to Vision Holdings and StHealth Capital.  

4. While serving as both CEO of StHealth Capital and Chairman of its Board of 

Directors, Taller misappropriated at least $280,000 from StHealth Capital by charging it improper 

expenses incurred by companies he solely controlled.  In order to repay that money to StHealth 

Capital, Taller in turn misappropriated at least $300,000 (the aforementioned sum plus interest) from 

Vision Holdings.  Separately, he misappropriated another $200,000 from Vision Holdings, bringing 

his total misappropriations from StHealth Capital and Vision Holdings to at least $500,000.   

5. Taller also engaged in a course of fraudulent conduct and self-dealing that involved 

both StHealth Capital and Vision Holdings.  Taller directed both StHealth Capital and Vision 

Holdings to make loans to a company in which Taller, through a trust established nominally in the 

name of his family members, had secretly obtained an interest only days before (“Company A”).  

And Taller continued to direct Vision Holdings to make loans to Company A and its affiliates (in 

total exceeding $21 million), all while secretly deepening his interests in them.  Company A 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 2 of 29



 3 

ultimately defaulted on its loans from StHealth Capital and Vision Holdings, resulting in total losses 

to StHealth Capital and Vision Holdings in excess of $21 million. 

6. By intentionally engaging in the fraudulent conduct described in this Complaint, 

Taller violated the federal securities laws as described below.  

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Defendant Taller 

has violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], 

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], Sections 206(1) and 206(2) of the Investment 

Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2) ], and Section 57(a)(4) of 

the Investment Company Act of 1940 (“ICA”) [15 U.S.C. § 80a-56(a)] and Rule 17d-1 thereunder 

[17 C.F.R. § 270.17d-1]. 

8. Unless Defendant is permanently restrained and enjoined, he will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

9. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b), 20(d), 20(e) [15 U.S.C. §§ 77t(b), 77t(d), and 77t(e)], Exchange Act 

Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections 209(d) and 209(e) [15 U.S.C. §§ 80b-9(d) 

and 80b-9(e)], and ICA Sections 42(d) and 42(e) [15 U.S.C. §§ 80a-41(d) and 80a-41(e)].  

10. The Commission seeks a final judgment: (a) permanently enjoining Defendant from 

violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering 

Defendant to disgorge all ill-gotten gains he received as a result of the violations alleged here and to 

pay prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 3 of 29



 4 

21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Defendant to pay civil money 

penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)], Exchange Act Section 

21(d)(3) [15 U.S.C. § 78u(d)(3)], Advisers Act Section 209(e) [15 U.S.C. § 80b-9(e)], and ICA § 42(e) 

[15 U.S.C. § 80a-41(e)]; (d) permanently prohibiting Defendant from serving as an officer or director 

of any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. 

§ 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 

U.S.C. § 78u(d)(2)]; and (e) ordering any other and further relief the Court may deem just and 

proper.  

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 

U.S.C. § 80b-14], ICA Section 44 [15 U.S.C. § 80a-43], and 28 U.S.C. § 1331. 

12. Defendant, directly and indirectly, has made use of the means or instrumentalities of 

interstate commerce or of the mails in connection with the transactions, acts, practices, and courses 

of business alleged herein. 

13. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], 

Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], and ICA 

Section 44 [15 U.S.C. § 80a-43], because certain of  the acts, practices, transactions, and courses of  

business constituting the violations alleged herein occurred within this judicial district.  For example, 

during all relevant times, the principal offices of  StHealth Capital, its external investment adviser, 

StHealth Capital Advisors, LLC (“StHealth Advisors”), and Vision Holdings’ external investment 

adviser, Vision Bio Advisors, Ltd. (“Vision Advisors”), were all located in Manhattan.  In addition, 

Taller resided in Manhattan when he engaged in many of  the acts described in this Complaint.  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 4 of 29



 5 

DEFENDANT 

14. Taller, age 54, resided in New York City while engaging in the fraudulent conduct 

described herein but, upon information and belief, currently resides outside the United States.  Taller 

is the former CEO of StHealth Capital and Chairman of its Board of Directors, as well as the CEO 

of StHealth Capital’s external investment adviser, StHealth Advisors.  In addition, Taller is the 

former CEO of Vision Holdings and Chairman of its Board of Directors, as well as the CEO of 

Vision Holdings’ external investment adviser, Vision Advisors.  At various times, Taller held other 

titles, such as StHealth Capital’s Chief Compliance Officer, Anti-Money Laundering Officer, interim 

Chief Financial Officer (“CFO”), Treasurer, and Secretary.  Taller is the sole owner of StHealth 

Advisors, Vision Advisors, Consorcia Management LLC, and VBB Management Advisory LLC.   

OTHER RELEVANT ENTITIES 

15. StHealth Capital is a Maryland corporation that began operating on February 16, 

2017.  StHealth Capital, whose principal place of business is New York City, was an externally 

managed, non-diversified, closed-end management investment company.  In 2015, StHealth Capital 

elected to become a business development company pursuant to ICA Section 54(a) [15 U.S.C. 

§ 80a–53(a)].1  On March 13, 2018, Taller acquired StHealth Advisors and was appointed CEO of 

StHealth Capital.  Taller served as StHealth Capital’s CEO from March 14, 2018 to May 28, 2022, 

and as StHealth Capital’s interim CFO, Treasurer, and Secretary from December 4, 2020 to 

approximately May 28, 2022.  Taller also has served as an interested member of StHealth Capital’s 

Board of Directors since June 29, 2018, and he served as its Chairman from June 29, 2018 to June 

 
1 A business development company is a closed-end company that elects to be subject to certain 
provisions of the ICA without having to register as an investment company.  See 15 U.S.C. § 80a-
53(a).  A closed-end company does not issue redeemable securities and does not continuously offer 
its shares for sale.  See 15 U.S.C. § 80a-5(a).  Closed end companies thus differ from mutual funds, 
which are open-end companies. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 5 of 29



 6 

24, 2022.  After Taller acquired StHealth Advisors, StHealth Capital offered and sold securities from 

approximately March 2019 to February 2022 pursuant to a registration statement filed with the SEC.  

During that time, StHealth Capital raised approximately $7.5 million from investors.  On October 6, 

2023, as a result of StHealth Capital failing to file periodic reports with the Commission, the 

Commission revoked the registration of StHealth Capital’s securities.  In January 2025, StHealth 

Capital withdrew its election to be a BDC.  As of the date of this Complaint, StHealth Capital has 

dissolved and is in the process of winding down.   

16. StHealth Advisors is a Delaware limited liability company, formed in 2014, with its 

principal place of business in New York City.  At all relevant times, StHealth Advisors was the 

unregistered external investment adviser to StHealth Capital, with which it had an advisory 

agreement until StHealth Capital terminated the agreement on May 13, 2023.  Taller, through a 

wholly owned entity, acquired complete ownership of StHealth Advisors on March 13, 2018.  Taller 

is StHealth Advisors’ manager and, in practice, was its sole provider of investment advice to 

StHealth Capital: it is an alter ego of Taller.  Under the advisory agreement, StHealth Advisors was 

compensated for its services through reimbursement of expenses and a base asset management fee 

and, if applicable, an incentive fee based on performance.  StHealth Capital never paid StHealth 

Advisors a management fee or incentive fee, but it did reimburse StHealth Advisors—or related 

companies that Taller also owned—for expenses purportedly incurred on behalf of StHealth Capital 

between approximately May 2019 and January 2022.  

17. Vision Holdings was incorporated in Puerto Rico in 2019 and, at all relevant times, 

operated in New York City.  Vision Holdings was formed for the stated purpose of making loans 

and providing debt financing to healthcare-related companies.  Vision Holdings’ private placement 

memoranda (“PPMs”) also stated that Vision Holdings anticipated establishing or acquiring one or 

more banks.  Vision Holdings never established or acquired any banks.  Between approximately 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 6 of 29



 7 

January 2020 and April 2022, Vision Holdings raised approximately $48.6 million by offering and 

selling securities pursuant to notices filed with the SEC that claimed exemption from registration 

under Securities Act Rule 506(c) [17 CFR § 230.506(c)].  Taller served as a member of Vision 

Holdings’ Board of Directors from December 30, 2019 to January 1, 2024, including as its Chairman 

from August 13, 2021 to January 1, 2024.  Taller served as Vision Holdings’ CEO from December 

21, 2019 to January 1, 2024.   

18. Vision Advisors is a Cayman Islands corporation, incorporated in 2020, with its 

principal place of business in New York City.  Taller is the sole owner and officer of Vision 

Advisors and was the sole provider of investment advice to Vision Holdings: it is an alter ego of 

Taller.  Vision Advisors served as the external adviser to Vision Holdings pursuant to an investment 

advisory agreement, effective as of March 31, 2020.  Under the advisory agreement, Vision Advisors 

was compensated for its services through reimbursement of expenses, a base asset management fee 

and, if applicable, an incentive fee based on performance.  Between 2020 and 2023, Vision Holdings 

paid entities owned by Taller, which were affiliates of Vision Advisors, more than $1.6 million in 

management fees and expense reimbursement.    

19. Consorcia Management LLC (“Consorcia”) is a Delaware limited liability 

company formed in 2013.  Taller is the sole member (i.e., owner) of Consorcia: it is his alter ego.  

20. VBB Management Advisory LLC (“VBB Management”) is a Delaware limited 

liability company formed in 2021.  Taller is the sole member (i.e., owner) of VBB Management: it is 

his alter ego. 

21. The Trust is a Delaware irrevocable trust created by Taller on or about May 1, 2020.  

Taller’s children are the beneficiaries of The Trust. 

22. Company A is a Delaware limited liability company formed in 2019 with its 

principal place of business in Florida.  Company A’s stated focus was on developing technologies in 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 7 of 29



 8 

the fields of healthcare and mobile patient monitoring. 

23. Company B is a Florida limited liability company formed in 2015 with its principal 

place of business is in Florida.  Company B was an affiliate of Company A.  

24. Company C is a Delaware limited liability company formed in 2020 with its 

principal place of business in Florida.  Company C is a wholly-owned subsidiary of Company A.  

FACTS 

I. TALLER DIRECTED VISION HOLDINGS TO DISSEMINATE OFFERING 
DOCUMENTS TO INVESTORS CONTAINING MATERIAL 
MISREPRESETATIONS 

 
25. Between January 19, 2020 and November 16, 2020, while Vision Holdings’ CEO, 

Taller directed the Fund to disseminate offering documents, specifically Vision Holdings’ PPMs, 

which described its offering of securities to prospective investors. 

26. Taller had ultimate authority over the statements in the PPMs.  Taller received draft 

PPMs and directed Vision Holdings employees to send the final PPMs to prospective investors and 

to the placement agent for Vision Holdings’ offering.  As Vision Holdings’ CEO and Chairman of 

its Board of Directors (which had no functioning role as a board until August 1, 2021), Taller was 

the sole person authorized to approve such investor communications.  

27. Each Vision Holdings investor received a PPM and was required to confirm in 

writing that he or she had reviewed the PPM prior to investing in Vision Holdings. 

 A. Material Misrepresentations Concerning Vision Holdings’ Board of Directors 
 

28. Vision Holdings’ PPMs represented that the Fund would be subject to the overall 

supervision and oversight by a Board of Directors; that the majority of the Board’s members would 

be non-affiliated with Vision Advisors; and that the Board would supervise the work of Vision 

Advisors. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 8 of 29



 9 

29. Thus, starting with its January 19, 2020 PPM, Vision Holdings informed investors 

that Vision Advisors would be “[s]ubject to the overall supervision of” Vision Holdings’ Board of 

Directors.   

30. The January 19, 2020 PPM further stated that Vision Holdings’ “business and affairs 

are managed under the direction of the Board of Directors,” which, among other things, was 

responsible for “oversight” of Vision Holdings’ “investment activities, the quarterly valuation of its 

assets, oversight of its financing arrangements and corporate governance activities.”   

31. The January 19, 2020 PPM also stated that Vision Advisors would “work closely 

with the Board” to monitor Vision Holdings’ investment portfolio and exit opportunities.   

32. The January 19, 2020 PPM further stated that the Board of Directors would review 

the performance of investments “on a quarterly basis” and value its loans and other financial 

instruments “at the end of each calendar quarter.”   

33. The January 19, 2020 PPM identified by name the five purported members of the 

Board of Directors and provided a biography for each.  According to the PPM, the Board of 

Directors consisted of Taller, one other Vision Holdings officer (who served as CFO and COO of 

Vision Holdings), and three non-affiliated directors (including a former state senator).  The PPM 

stated that each named person had been a “Director Since” 2019—i.e., Vision Holdings’ founding.   

34. Those representations corresponded with Vision Holdings’ founding documents.  

On December 30, 2019, Vision Holdings’ sole incorporator adopted a resolution purporting to elect 

the five aforementioned directors “to serve until the first annual meeting of Shareholders, and until 

their successors are duly elected and qualify.”  

35. In reality, however, the January 19, 2020 PPM’s representations about the board 

were false.  Despite purportedly being “elected” to the board in December 2019, the three non-

affiliated directors had no working relationship with Vision Holdings at the time.  In fact, the three 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 9 of 29



 10 

non-affiliated directors named in the January 19, 2020 PPM did not even know that they had been 

appointed to Vision Holdings’ Board of Directors and never attended any board meetings (until one 

of them joined the Board of Directors in August 2021). 

36. At Taller’s direction, through mid-November 2020, Vision Holdings continued to 

disseminate PPMs falsely representing that Vision Holdings had a functioning five-member Board 

of Directors.  These PPMs, dated June 24, 2020 and August 26, 2020, contained similar 

misrepresentations regarding the composition of the Board of Directors and its supervision and 

oversight of Vision Advisors.   

37. On November 17, 2020, Vision Holdings issued a revised PPM that first represented 

that “activat[ion]” of the Board of Directors was contingent on the issuance of license to operate a 

bank by Puerto Rican regulators, which had not yet occurred.   

38. Thus, from January 19, 2020 to November 16, 2020, Vision Holdings’ PPMs 

represented the existence of a functioning Board of Directors.   

39. Those representations were false.  Until August 1, 2021, Vision Holdings effectively 

operated without a Board of Directors as Taller was singlehandedly managing Vision Holdings and 

advising it through Vision Advisors without any independent supervision or oversight.  There was 

no Board of Directors performing supervisory or oversight functions, as represented in the PPMs. 

40. Between January 19, 2020 and November 16, 2020—while the PPMs falsely 

represented that a supervising Board of Directors was in place—investors invested more than $22 

million in Vision Holdings.    

41. The fact that Vision Holdings did not have a Board of Directors or supervision or 

oversight of Taller and Vision Advisors was information that reasonable investors would have 

wanted to know before making an investment in Vision Holdings.   

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 10 of 29



 11 

B. Material Misrepresentations Concerning Vision Holdings’ Auditors and Audit 
Committee 

42. The January 19, 2020 PPM stated that Vision Holdings’ “Auditors” were Accounting 

Firm A, one of the “Big Four” accounting firms. 

43. The January 19, 2020 PPM further stated that Accounting Firm A’s work would be 

reviewed by an “Audit Committee” of Vision Holdings’ Board of Directors.   

44. The January 19, 2020 PPM named three purported members of the Audit 

Committee, none of whom were Taller. 

45. The January 19, 2020 PPM’s representations regarding Accounting Firm A and the 

“Audit Committee” were false.   

46. In fact, Vision Holdings had neither engaged Accounting Firm A nor even contacted 

Accounting Firm A regarding auditing services. 

47. In addition, Vision Holdings had no Audit Committee, as it had no functioning 

Board of Directors.   

48. At Taller’s direction, until approximately August 25, 2020, Vision Holdings 

continued to disseminate PPMs falsely representing that Accounting Firm A was its Auditors.  On 

August 26, 2020, Vision Holdings changed its PPM to state that it was “in the process” of engaging 

an auditor. 

49. Vision Holdings’ financial statements were never audited.  

50. Between January 19, 2020, and August 25, 2020—when the PPMs falsely represented 

that Accounting Firm A was serving as Vision Holdings’ Auditors and that the Fund had an Audit 

Committee—investors invested more than $5.5 million in Vision Holdings.  

51. The lack of an auditor and an Audit Committee is information that reasonable 

investors would have wanted to know before making an investment in Vision Holdings. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 11 of 29



 12 

II. TALLER DIRECTED STHEALTH CAPITAL AND VISION HOLDINGS TO 
MAKE LOANS TO COMPANIES IN WHICH TALLER HAD UNDISCLOSED 
CONFLICTS OF INTEREST 

 
52. Between May 2020 and January 2021—while serving as CEO to both StHealth 

Capital and Vision Holdings, and while acting as an investment adviser to each through StHealth 

Advisors and Vision Advisors—Taller directed StHealth Capital and Vision Holdings to loan a total 

of approximately $21.875 million to two companies (Company A and Company B) in which he had 

an undisclosed financial interest (collectively, the “Loans”). 

53. Taller did not disclose this conflict of interest to StHealth Capital’s Board of 

Directors, StHealth Capital’s investors, or to Vision Holdings’ investors.  There were no other 

participating members of Vision Holdings’ Board of Directors at that time. 

54. Taller arranged for the companies that received the Loans to invest in crypto assets 

pursuant to an agreement whereby Taller’s company Consorcia would receive “management fees” 

on the gains in those assets.  By doing so, Taller created another direct, undisclosed conflict of 

interest between his own interests and those of StHealth Capital and Vision Holdings.   

A. StHealth Advisors and Taller Were Both Investment Advisers to StHealth 
Capital 
 

55. StHealth Advisors and Taller were both investment advisers to StHealth Capital as 

defined in the Advisers Act and the ICA.  

56. StHealth Advisors was—for compensation and pursuant to a written advisory 

agreement dated August 7, 2018 (“StHealth Advisory Agreement”)—in the business of advising 

StHealth Capital as to the value of securities and/or as to the advisability of investing in, purchasing, 

or selling securities. 

57. The StHealth Advisory Agreement provided that StHealth Advisors’ duties included: 

“(i) determin[ing] the composition and allocation of the portfolio of [StHealth Capital], the nature 

and timing of the changes therein, and the manner of implementing such changes; (ii) identify[ing], 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 12 of 29



 13 

evaluat[ing] and negotiat[ing] the structure of the investments made by [StHealth Capital]; (iii) 

execut[ing], monitor[ing] and service[ing] [StHealth Capital]’s investments; (iv) determin[ing] the 

securities and other assets that [StHealth Capital] shall purchase, retain, or sell; (v) perform[ing] due 

diligence on prospective portfolio companies; and (vi) provid[ing] [StHealth Capital] with such other 

investment advisory, research and related services as [StHealth Capital] may, from time to time, 

reasonably request or require for the investment of its funds.”  

58. Pursuant to StHealth Advisory Agreement, StHealth Advisors was entitled to 

compensation for its investment advisory services and reimbursement of its expenses incurred on 

StHealth Capital’s behalf.   

59. Between approximately May 2019 and January 2022, StHealth Capital paid StHealth 

Advisors, and therefore Taller, for expenses it purportedly incurred on StHealth Capital’s behalf. 

60. Through Taller, StHealth Advisors regularly furnished advice to StHealth Capital 

concerning the desirability of investing in, purchasing, or selling securities or other property.   

61. Taller also personally acted as an investment adviser to StHealth Capital.  As CEO of 

StHealth Advisors, and through his ownership and control of StHealth Advisors, Taller directed the 

management and policies of StHealth Advisors.   

62. Among other things, Taller personally advised StHealth Capital concerning which 

investments to make and directed the purchase and sale of its securities.  For example, Taller 

recommended that StHealth Capital invest in Company A, and he approved that investment. 

63. Taller, through his alter ego entities—i.e., StHealth Advisors and other entities he 

solely owned—received compensation in the form of reimbursement of expenses for advising 

StHealth Capital.  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 13 of 29



 14 

64. As investment advisers to StHealth Capital, both StHealth Advisors and Taller were 

fiduciaries to StHealth Capital and, thus, owed StHealth Capital affirmative duties of utmost good 

faith and full and fair disclosure of all material facts.   

65. StHealth Advisors and Taller each also had an affirmative duty to employ reasonable 

care to avoid misleading StHealth Capital, and to act in StHealth Capital’s best interest.   

66. StHealth Advisors and Taller each had a duty to eliminate, or at least disclose, all 

conflicts of interest which might incline them—consciously or unconsciously—to render advice 

which was not disinterested.   

67. As explained in paragraphs 90 to 120, and 124 to 131 below, Taller breached his 

fiduciary duties to StHealth Capital by (1) failing to make full and fair disclosure when he invested 

StHealth Capital’s assets in a portfolio company despite his personal interests in that company; and 

(2) misappropriating money from StHealth Capital through improper expense reimbursements.  

B. Vision Advisors and Taller Were Both Investment Advisers to Vision 
Holdings 
 

68. Vision Advisors and Taller were both investment advisers to Vision Holdings as 

defined in the Advisers Act.  

69. Vision Advisors was—for compensation and pursuant to written investment 

advisory agreements dated June 23, 2020 (effective March 31, 2020), and May 14, 2022 (the “Vision 

Advisory Agreements”)—in the business of advising Vision Holdings as to the value of securities 

and/or as to the advisability of investing in, purchasing, or selling securities. 

70. The Vision Advisory Agreements provided that Vision Advisors’ duties included: “(i) 

provid[ing] recommendations regarding the composition and allocation of the portfolio of [Vision 

Holdings], the nature and timing of the changes therein and the manner of implementing such 

changes; (ii) identify[ing] and evaluat[ing] the structure of the loans made by [Vision Holdings], and 

mak[ing] recommendations regarding the same; (iii) monitor[ing] and servic[ing] [Vision Holdings]’s 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 14 of 29



 15 

loans and other investments; (iv) mak[ing] recommendations regarding the loan, securities and other 

assets that [Vision Holdings] shall purchase, retain, or sell; (v) perform[ing] due diligence on 

prospective portfolio companies; and (vi) provid[ing] [Vision Holdings] with such other lending, 

investment advisory, research and related services as [Vision Holdings] may, from time to time, 

reasonably request or require for the investment of its funds.” 

71. Pursuant to the Vision Advisory Agreements, Vision Advisors was entitled to 

compensation for the investment advisory services it provided. 

72. Between July 20, 2020, and December 29, 2023, at Taller’s direction, Vision 

Holdings paid more than $1.6 million in management fees to entities owned by Taller.   

73. The Vision Advisory Agreements also entitled Vision Advisors to reimbursement of 

expenses that Vision Advisors incurred on Vision Holdings’ behalf.   

74. Vision Holdings paid at least $77,000 to affiliates of Vision Advisors for 

reimbursement of expenses.  

75. Taller also acted as an investment adviser to Vision Holdings.  As CEO of Vision 

Advisors, and through his sole ownership and control of Vision Advisors, Taller directed the 

management and policies of Vision Advisors.    

76. Among other things, Taller advised Vision Holdings about which investments to 

make and directed the purchase and sale of securities.  For example, Taller recommended that 

Vision Holdings invest in Company A and Company B, and he approved the investments. 

77. Taller received compensation for advising Vision Holdings concerning its 

investments, through his entities to which Vision Holdings paid the management fees due to Vision 

Advisors for its advisory services.  Taller also received compensation for advising Vision Holdings 

concerning its investments, through his entities to which Vision Holdings paid the reimbursement of 

expenses. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 15 of 29



 16 

78. As investment advisers, both Vision Advisors and Taller were fiduciaries to Vision 

Holdings and, thus, owed Vision Holdings affirmative duties of upmost good faith and full and fair 

disclosure of all material facts.   

79. Vision Advisors and Taller each also had an affirmative duty to employ reasonable 

care to avoid misleading Vision Holdings, and to act in Vision Holdings’ best interest.   

80. Vision Advisors and Taller each had a duty to eliminate, or at least disclose, all 

conflicts of interest which might incline them—consciously or unconsciously—to render advice 

which was not disinterested.  

81. As explained in paragraphs 90 to 124, and 132 to 142 below, Taller breached his 

fiduciary duties to the Vision Holdings by (1) failing to make full and fair disclosure when he 

invested a substantial portion of Vision Holdings’ assets in portfolio companies despite his personal 

interests in those companies; and (2) by misappropriating assets from Vision Holdings. 

C. Taller Controlled Both StHealth Capital and Vision Holdings 
 

82. Taller controlled both StHealth Capital and Vision Holdings.   

83. Taller also owned and controlled StHealth Advisors, which had a contractual 

advisory agreement with StHealth Capital that gave StHealth Advisors broad duties and 

responsibilities with respect to advising StHealth Capital.   

84. StHealth Capital’s PPMs stated that StHealth Advisors would be subject to overall 

supervision by StHealth Capital’s three-person Board of Directors, of which Taller served as 

Chairman.  In practice, however, Taller exercised control over the investment decisions of StHealth 

Capital; he was StHealth Advisors’ sole source of investment advice and had ultimate influence and 

discretion over StHealth Capital’s investments.  Furthermore, when Taller consulted with the other 

BDC directors regarding investments, he was commandeering and dominating in his persuasiveness, 

and StHealth Capital ultimately made investments recommended by Taller.  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 16 of 29



 17 

85. Taller also owned and controlled Vision Advisors, which had written contractual 

advisory agreements with Vision Holdings, which gave Vision Advisors broad duties and 

responsibilities with respect to advising Vision Holdings.  Taller signed those agreements on behalf 

of Vision Advisors, and he also countersigned one of the agreements on behalf of Vision Holdings.  

86. Although the Vision Advisory Agreements purported to give Vision Advisors “non-

discretionary” authority—and although Vision Holdings’ PPMs stated that Vision Advisors would 

be subject to overall supervision by Vision Holdings’ Board of Directors—from December 2019 to 

August 2021, Vision Holdings had no functioning Board of Directors, and Taller exercised complete 

control over Vision Holdings’ investment decisions.   

87. From December 2019 to August 2021, Taller was Vision Holdings’ sole source of 

investment advice, served as an officer as well as the sole director for Vision Holdings, and had 

discretion over Vision Holdings’ investments.   

88. Even after August 2021—when Vision Holdings formed a board with independent 

directors—Taller continued to control Vision Holdings and continued to exercise sole discretion 

over its investment decisions.  For example, in October 2022, Taller unilaterally liquidated 

approximately 40% of Vision Holdings’ brokerage account without informing Vision Holdings’ 

Board of Directors.   

89. In general, any Board approval for Taller’s recommended investments was a mere 

formality and was never withheld. 

D. Taller Acquired an Interest in Company A and, Days Later, Directed StHealth 
Capital and Vision Holdings to Loan Money to Company A 
 

90. On or about May 1, 2020, Taller created an irrevocable trust that named Taller’s 

three children as its beneficiaries (the “Trust”).  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 17 of 29



 18 

91. On or about April 29, 2020, Company A’s parent transferred 19,200 of Company A’s 

preferred membership interests to the Trust for the stated consideration of $1,000 pursuant to a 

Membership Interest Purchase Agreement.  

92. Following this transaction, the Trust owned approximately 2% of Company A, 

which had a book value of approximately $23 million. 

93. Days later, on or about May 4, 2020, Taller directed StHealth Capital to enter into a 

purchase agreement with Company A for a $200,000 promissory note convertible into shares of 

Company A.  Taller signed the purchase agreement on behalf of StHealth Capital.  StHealth Capital 

transferred $200,000 to Company A.  

94. Simultaneously, Taller directed Vision Holdings to enter into a purchase agreement 

with Company A for a $1.8 million promissory note convertible into shares of Company A.  Taller 

signed the purchase agreement on behalf of Vision Holdings.  Vision Holdings transferred $1.8 

million to Company A.  

95. Taller did not disclose to StHealth Capital’s Board of Directors or its investors that 

the Trust had acquired an interest in Company A immediately prior to StHealth Capital’s loan 

investment.  Nor did Taller disclose to Vision Holdings’ investors (Vision Holdings had no 

functioning Board of Directors at the time) that the Trust had acquired an interest in Company A 

immediately prior to Vision Holdings’ loan investment. 

96. Moreover—by virtue StHealth Capital’s and Vision Holdings’ relationship to each 

other, by and through Taller and entities under his control—StHealth Capital’s and Vision Holdings’ 

simultaneous loans to Company A constituted “joint” arrangements under Section 57 of the ICA.  

Specifically, Taller and StHealth Advisors are affiliated persons of StHealth Capital, within the 

meaning of Section 57 of the ICA, because Taller was a director and officer of StHealth Capital, and 

StHealth Advisors was StHealth Capital’s investment adviser pursuant to contract.  Taller, StHealth 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 18 of 29



 19 

Advisors, and Vision Advisors are also affiliated persons of StHealth Capital by virtue of Taller’s 

common control of StHealth Advisors and Vision Advisors.  Additionally, StHealth Capital and 

Vision Holdings were affiliated by virtue of Taller’s common control.  Their investment advisers, 

StHealth Advisors and Vision Advisors, were alter egos of Taller, their owner, CEO, and sole source 

of investment advice.  Taller exercised managerial control over StHealth Capital and Vision 

Holdings, and Taller made their investment decisions. 

97. Under ICA Rule 17d-1, joint arrangements include any written or oral plan, contract, 

authorization or arrangement, or any practice or understanding concerning an enterprise or 

undertaking whereby a registered investment company—such as a BDC—and any affiliated person 

have a joint or joint and several participation, or share in the profits of  such enterprise or 

undertaking.  Even a loose combination of  transactions can qualify as a joint arrangement.  

98. Thus, pursuant to Rule 17d-1 of the ICA, StHealth Capital was required to file an 

application with the SEC and await the granting of an SEC order prior to such transaction.   

99. StHealth Capital never applied for and never received the requisite SEC order. 

E. Taller Directed Vision Holdings to Make Additional Loans to Company A 
and Company B, While Engaging in his Own Undisclosed Business with 
Company A and Company B 
 

100. Company A was largely dependent on Vision Holdings for operating capital. 

101. Throughout 2020 and early 2021, Taller directed Vision Holdings to make additional 

loans to Company A and to its affiliate, Company B. 

102. In addition to the $1.8 million it loaned on May 4, 2020, Taller directed Vision 

Holdings to loan Company A the following amounts, which were transferred from Vision Holdings 

to Company A, for a cumulative total of $19.3 million:  

August 18, 2020:  $2,000,000;  
August 31, 2020:   $2,000,000;  
September 11, 2020:   $2,000,000;  
September 28, 2020:   $2,000,000;  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 19 of 29



 20 

October 22, 2020:  $2,000,000;  
November 5, 2020:   $2,000,000;  
November 10, 2020:   $1,000,000;  
January 22, 2021:   $4,500,000. 
  

103. On September 2, 2020, Taller directed Vision Holdings to enter into a loan and 

security agreement with Company B.  Pursuant to that agreement, between September and 

December 2020, Vision Holdings loaned Company B the following amounts, which were transferred 

from Vision Holdings to Company B, for a cumulative total of $2.375 million:  

  September 2, 2020:  $625,000;  
October 1, 2020:  $625,000;  
October 30, 2020:  $625,000;  
December 3, 2020:  $500,000. 
 

104. While he was directing Vision Holdings to make the above loans, Taller did not 

disclose the Trust’s ownership interest in Company A to Vision Holdings’ shareholders.  Vision 

Holdings had no functioning Board of Directors at the time. 

105. In addition, while Taller was continuing to direct Vision Holdings to loan money to 

Company A and Company B, Taller deepened his interests in those companies and their affiliates, 

creating greater conflicts of interest between himself and his advisory client, Vision Holdings.   

106. Specifically, on or about September 20, 2020, Taller directed his company Consorcia 

to enter into a contractual agreement with Company A’s principal for the purpose of “developing 

the business interests of [the principal] and those of any of his Affiliated entities” (“Consorcia 

Agreement I”).   

107. Consorcia Agreement I noted that Consorcia had assisted Company B in “secur[ing] 

financing of various forms in a series of transactions.” 

108. Consorcia Agreement I entitled Consorcia to a 10% “Successor Ownership Interest” 

in certain Company B assets upon a successful refinancing thereof. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 20 of 29



 21 

109. On or about October 15, 2020, Taller directed Consorcia to enter into a contractual 

agreement with Company B and Company C, both affiliates of Company A (“Consorcia Agreement 

II”). 

110. Consorcia Agreement II provided that Consorcia would “facilitate business alliances 

and manage the relationship between [Company B and Company C] and various third-party 

providers of cryptocurrency-related services.”  The agreement entitled Consorcia to a 45% 

management fee on any gain on the net value of digital assets purchased pursuant to the agreement.   

111. Between September and November 2020, Company B transferred $375,000 to 

Consorcia, which Consorcia used to purchase crypto assets.   

112. Between October 2020 and January 2021, Company C purchased $1.6 million in 

crypto assets.   

113. In all, Taller helped orchestrate $1.975 million in crypto asset purchases by Company 

B and Company C. 

114. Taller never disclosed to StHealth Capital’s Board of Directors or investors or to 

Vision Holdings’ investors (Vision Holdings had no functioning Board of Directors at the time) that 

he stood to profit from facilitating Company B’s and Company C’s purchases of crypto assets, or 

that this created a conflict of interest.  

115. Nor did Taller disclose the conflicts of interest created by the fact that he would 

personally profit from Company A’s and its affiliates’ purchases of crypto assets.  

116. Finally, between October 21, 2020 and February 4, 2021, Taller directed certain 

entities that he solely owned to enter into other transactions with Company A and Company B, 

without disclosing these transactions (or the conflicts of interest they created) to Vision Holdings’ 

shareholders (Vision Holdings had no functioning Board of Directors at the time). 

117. Company A and Company B ultimately defaulted on the Loans.   

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 21 of 29



 22 

118. In September 2021, Vision Holdings sued Company A and its principal for loan 

repayment. 

119. Although Vision Holdings secured judgments in its favor, it was unable to recoup 

the value of its loans to Company A and Company B, losing more than $21 million in principal, plus 

interest.   

120. StHealth Capital, which did not sue Company A, lost the entirety of its $200,000 loan 

to Company A.   

III. TALLER MISAPPROPRIATED FUNDS FROM STHEALTH CAPITAL AND 
VISION HOLDINGS 

 
A. Taller Misappropriated $200,000 from Vision Holdings 

121. On or about June 15, 2021 (while Vision Holdings had no functioning Board of 

Directors), Taller directed Vision Holdings to transfer $200,000 to his company, VBB Management. 

122. On or about July 6, 2021, Taller comingled those funds with $50,000 from one of his 

companies, Consorcia, and used the combined sum to purchase crypto assets in the account of VBB 

Management. 

123. Taller did not return the $200,000 that he misappropriated from Vision Holdings.  

B. Taller Misappropriated Approximately $286,000 from StHealth Capital and 
Approximately $305,000 from Vision Holdings 

124. Taller exploited his positions in StHealth Capital and Vision Holdings, and their lack 

of oversight over his activities, to charge inappropriate expenses to StHealth Capital and, when 

discovered, to direct Vision Holdings to reimburse those expenses with investors’ money. 

Misappropriation from StHealth Capital 

125. Under StHealth Advisory Agreement, StHealth Advisors was entitled to 

reimbursement of expenses incurred on StHealth Capital’s behalf.   

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 22 of 29



 23 

126. Between 2019 and 2022, StHealth Capital paid StHealth Advisors, and/or affiliated 

entities that Taller owned, the following amounts for expense reimbursement:   

2019: $77,999;  
2020:  $146,949;  
2021:  $139,974;  
2022:  $25,000 
 

127. In fact, however, certain of these amounts were not expenses of StHealth Capital, 

and Taller should not have charged StHealth Capital for those amounts.  

128. Beginning in or around April 2022, StHealth Capital’s Board of Directors undertook 

a review to determine whether StHealth Advisors or its affiliated entities had overcharged StHealth 

Capital for expense reimbursements (the “Review”).  The Review, which concluded in or around 

August 2022, determined that StHealth Capital had improperly paid Taller’s entities expense 

reimbursements of the following amounts: $35,919 in 2019; $120,460 in 2020; $105,587 in 2021; and 

$25,000 in 2022.  The Review also determined that interest on the improper reimbursements was 

$18,743. 

129. The Review determined that the correct expenses that should have been allocated to 

StHealth Capital from 2019 to 2022 were as follows:  

2019: $42,080;  
2020: $26,489;  
2021: $34,387;  
2022: $0 
 

130. A November 2024 independent audit confirmed the Review’s determinations. 

131. In total, Taller and his entities improperly charged StHealth Capital approximately 

$286,966 for expense reimbursement to which they were not entitled.  

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 23 of 29



 24 

Misappropriation from Vision Holdings to Reimburse StHealth Capital 

132. Rather than reimburse StHealth Capital for the expenses he and his entities had 

improperly charged to StHealth Capital himself, Taller directed Vision Holdings to reimburse 

StHealth Capital for these expenses. 

133. Thus, on or about April 22, 2022, Taller directed Vision Holdings to pay StHealth 

Capital $105,587 for the expenses his entities had improperly charged StHealth Capital in 2021.   

134. StHealth Capital and Vision Holdings are legally separate entities that do not share a 

contractual relationship whereby one can directly request reimbursement of expenses from the 

other. 

135. Nevertheless, Vision Holdings paid $105,587 to StHealth Capital on or about April 

22, 2022. 

136. Taller did not consult Vision Holdings’ Board of Directors prior to authorizing the 

April 22, 2022 payment of $105,587 from Vision Holdings to StHealth Capital. 

137. As to the remaining $200,122 that Taller and his entities had improperly charged to 

StHealth Capital (consisting of the overcharges for 2019, 2020, 2022, and $18,743 in interest), Taller 

again directed that Vision Holdings make that payment.  

138. On or about October 13, 2022, Taller directed Vision Holdings to transfer $200,200 

to his personal attorneys’ trust account.  On or about October 25, 2022, Taller directed that 

$200,122 be transferred from the attorneys’ trust account to StHealth Capital. 

139. According to the Vision Advisory Agreements, to receive reimbursement for 

expenses from Vision Holdings, Vision Advisors should have prepared and delivered a statement 

documenting the expenses that it or its affiliates incurred on Vision Holdings’ behalf.  Taller did not 

submit documentation to Vision Holdings’ Board of Directors stating that the $200,122 were 

expenses incurred on behalf of Vision Holdings.   

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 24 of 29



 25 

140. Vision Holdings’ Board of Directors did not adopt a resolution or written consent 

authorizing the payment of $200,200 to StHealth Capital.   

141. Nevertheless, Taller directed the $200,200 payment from Vision Holdings.  

142. In total, Taller improperly charged $286,966 to StHealth Capital, and Taller 

improperly transferred $305,787 ($105,587 plus $200,200) from Vision Holdings to reimburse 

StHealth Capital. 

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

 
143. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 54, 68 through 124, and 132 through 142. 

144. By engaging in the conduct described above with respect to Vision Holdings, 

Defendant, in the offer or sale of securities and by the use of the means or instruments of 

transportation or communication in interstate commerce or the mails, directly or indirectly: (1) 

knowingly or recklessly employed one or more devices, schemes or artifices to defraud; (2) 

knowingly, recklessly, or negligently obtained money or property by means of one or more untrue 

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

statements made, in light of the circumstances under which they were made, not misleading; and/or 

(3) knowingly, recklessly, or negligently engaged in one or more transactions, practices, or courses of 

business which operated or would operate as a fraud or deceit upon the purchaser. 

145. By reason of the foregoing, Defendant Taller violated and, unless enjoined, will again 

violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 25 of 29



 26 

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

 
146. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 54, 68 through 124, and 132 through 142. 

147. By engaging in the conduct described above with respect to Vision Holdings, 

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

of means or instrumentalities of interstate commerce, or the mails, or the facilities of a national 

securities exchange, knowingly or recklessly: (i) employed one or more devices, schemes, or artifices 

to defraud; (ii) made one or more untrue statements of a material fact or omitted to state one or 

more material facts necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and/or: (iii) engaged in one or more acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other persons. 

148. By reason of the foregoing, Defendant Taller, directly or indirectly, violated and, 

unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

THIRD CLAIM FOR RELIEF 
Violations of Advisers Act Sections 206(1) and (2) 

 
149. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 142. 

150. At all relevant times, Defendant was an investment adviser to StHealth Capital and to 

Vision Holdings under Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)]. 

151. By engaging in the conduct described above with respect to both StHealth Capital 

and Vision Holdings, and in breach of his fiduciary duties to StHealth Capital and Vision Holdings, 

Defendant, by use of  the mails or any means or instrumentality of  interstate commerce, directly or 

indirectly: (i) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 26 of 29



 27 

any client or prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in one or 

more transactions, practices, and courses of  business which operated or would operate as a fraud or 

deceit upon any client or prospective client. 

152. By reason of  the foregoing, Defendant Taller, directly or indirectly, has violated and, 

unless enjoined, will again violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 

80b-6(2)]. 

FOURTH CLAIM FOR RELIEF 
Violations of Investment Company Act Section 57(a)(4) and Rule 17d-1 Thereunder 

 
153. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 24 and 52 through 99. 

154. By engaging in the conduct described above with respect to StHealth Capital, 

Defendant Taller, while an affiliated person of  StHealth Capital, acting as principal, participated in, 

or effected a transaction in connection with, any joint enterprise or other joint arrangement or 

profit-sharing plan in which StHealth Capital was a participant.  “Joint enterprise or other joint 

arrangement or profit-sharing plan” is defined in ICA Rule 17d-1, which applies to ICA Section 

57(a)(4) pursuant to Section 57(i), to include any written or oral plan, contract, authorization or 

arrangement, or any practice or understanding concerning an enterprise or undertaking whereby a 

registered investment company and any affiliated person have a joint or joint and several 

participation, or share in the profits of  such enterprise or undertaking. 

155. By reason of the forgoing, Defendant Taller violated, and unless enjoined and 

restrained will continue to violate, Section 57(a)(4) of the ICA [15 U.S.C. § 80a-56(a)(4)] and ICA 

Rule 17d-1 [17 C.F.R. § 270.17d-1]. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 27 of 29



 28 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

Permanently enjoining Defendant and his agents, servants, employees and attorneys and all 

persons, including entities, in active concert or participation with any of them from violating, 

directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. §§ 240.10b-5(b)], Advisers Act Sections 

206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and ICA Section 57(a)(4) [15 U.S.C. § 80a-

56(a)(4)] and Rule 17d-1 [17 C.F.R. § 270.17d-1] thereunder.  

II. 

Ordering Defendant to disgorge all ill-gotten gains he received directly or indirectly, with 

pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

III. 

Ordering Defendant to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], Advisers Act Section 

209(e) [15 U.S.C. § 80b–9(e)], and ICA Section 42(e) [15 U.S. Code § 80a–41(e)]. 

IV. 

Permanently prohibiting Defendant from serving as an officer or director of any company 

that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]. 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 28 of 29



 29 

V. 

Granting any other and further relief this Court may deem just and proper.  

JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
Dated: New York, New York 

April 29, 2025 
 /s/ Todd D. Brody      
Todd D. Brody  
Thomas J. Smith, Jr. 
Alison Conn  
Wesley W. Wintermyer (not admitted) 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-0080 (Brody) 
[email protected] 
  
 

Case 1:25-cv-03537     Document 1     Filed 04/29/25     Page 29 of 29


	Thomas P. Smith, Jr.
	Alison Conn
	Todd D. Brody
	Wesley W. Wintermyer
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street, Suite 20-100
	Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for its Complaint against Defendant Derek R. Taller (“Taller”), alleges as follows:
	SUMMARY
	1. Between January 2020 and October 2022 (the “Relevant Period”), Taller engaged in persistent and egregious fraudulent conduct while managing and advising two separate investment vehicles—an unregistered fund, Vision BioBanc Holdings, LLC (“Vision Ho...
	2. During 2020, while Chief Executive Officer (“CEO”) of Vision Holdings, Taller disseminated offering documents to prospective investors containing multiple material misrepresentations concerning the oversight and supervision of Vision Holdings, incl...
	3. In addition, as an investment adviser to both Vision Holdings and StHealth Capital, Taller owed these clients fiduciary duties to act in their best interests, employ reasonable care to avoid misleading them, and not engage in self-dealing.  During ...
	4. While serving as both CEO of StHealth Capital and Chairman of its Board of Directors, Taller misappropriated at least $280,000 from StHealth Capital by charging it improper expenses incurred by companies he solely controlled.  In order to repay tha...
	5. Taller also engaged in a course of fraudulent conduct and self-dealing that involved both StHealth Capital and Vision Holdings.  Taller directed both StHealth Capital and Vision Holdings to make loans to a company in which Taller, through a trust e...
	6. By intentionally engaging in the fraudulent conduct described in this Complaint, Taller violated the federal securities laws as described below.
	VIOLATIONS
	7. By virtue of the foregoing conduct and as alleged further herein, Defendant Taller has violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act...
	8. Unless Defendant is permanently restrained and enjoined, he will engage in the acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, and courses of business of similar type and objec...
	NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
	9. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b), 20(d), 20(e) [15 U.S.C. §§ 77t(b), 77t(d), and 77t(e)], Exchange Act Section 21(d) [15 U.S.C. § 78u(d)], Advisers Act Sections 209(d) an...
	10. The Commission seeks a final judgment: (a) permanently enjoining Defendant from violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering Defendant to disgorge all ill-gotten gains he received as a result...
	JURISDICTION AND VENUE
	11. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], ICA Section 44 [15 U.S.C. § 80a-43], and 28 U.S....
	12. Defendant, directly and indirectly, has made use of the means or instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, practices, and courses of business alleged herein.
	13. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], Advisers Act Section 214 [15 U.S.C. § 80b-14], and ICA Section 44 [15 U.S.C. § 80a-43], because certain of the acts, p...
	DEFENDANT
	14. Taller, age 54, resided in New York City while engaging in the fraudulent conduct described herein but, upon information and belief, currently resides outside the United States.  Taller is the former CEO of StHealth Capital and Chairman of its Boa...
	OTHER RELEVANT ENTITIES
	15. StHealth Capital is a Maryland corporation that began operating on February 16, 2017.  StHealth Capital, whose principal place of business is New York City, was an externally managed, non-diversified, closed-end management investment company.  In ...
	16. StHealth Advisors is a Delaware limited liability company, formed in 2014, with its principal place of business in New York City.  At all relevant times, StHealth Advisors was the unregistered external investment adviser to StHealth Capital, with ...
	17. Vision Holdings was incorporated in Puerto Rico in 2019 and, at all relevant times, operated in New York City.  Vision Holdings was formed for the stated purpose of making loans and providing debt financing to healthcare-related companies.  Vision...
	18. Vision Advisors is a Cayman Islands corporation, incorporated in 2020, with its principal place of business in New York City.  Taller is the sole owner and officer of Vision Advisors and was the sole provider of investment advice to Vision Holding...
	19. Consorcia Management LLC (“Consorcia”) is a Delaware limited liability company formed in 2013.  Taller is the sole member (i.e., owner) of Consorcia: it is his alter ego.
	20. VBB Management Advisory LLC (“VBB Management”) is a Delaware limited liability company formed in 2021.  Taller is the sole member (i.e., owner) of VBB Management: it is his alter ego.
	21. The Trust is a Delaware irrevocable trust created by Taller on or about May 1, 2020.  Taller’s children are the beneficiaries of The Trust.
	22. Company A is a Delaware limited liability company formed in 2019 with its principal place of business in Florida.  Company A’s stated focus was on developing technologies in the fields of healthcare and mobile patient monitoring.
	23. Company B is a Florida limited liability company formed in 2015 with its principal place of business is in Florida.  Company B was an affiliate of Company A.
	24. Company C is a Delaware limited liability company formed in 2020 with its principal place of business in Florida.  Company C is a wholly-owned subsidiary of Company A.
	I. TALLER DIRECTED VISION HOLDINGS TO DISSEMINATE OFFERING DOCUMENTS TO INVESTORS CONTAINING MATERIAL MISREPRESETATIONS
	25. Between January 19, 2020 and November 16, 2020, while Vision Holdings’ CEO, Taller directed the Fund to disseminate offering documents, specifically Vision Holdings’ PPMs, which described its offering of securities to prospective investors.
	26. Taller had ultimate authority over the statements in the PPMs.  Taller received draft PPMs and directed Vision Holdings employees to send the final PPMs to prospective investors and to the placement agent for Vision Holdings’ offering.  As Vision ...
	27. Each Vision Holdings investor received a PPM and was required to confirm in writing that he or she had reviewed the PPM prior to investing in Vision Holdings.
	28. Vision Holdings’ PPMs represented that the Fund would be subject to the overall supervision and oversight by a Board of Directors; that the majority of the Board’s members would be non-affiliated with Vision Advisors; and that the Board would supe...
	29. Thus, starting with its January 19, 2020 PPM, Vision Holdings informed investors that Vision Advisors would be “[s]ubject to the overall supervision of” Vision Holdings’ Board of Directors.
	30. The January 19, 2020 PPM further stated that Vision Holdings’ “business and affairs are managed under the direction of the Board of Directors,” which, among other things, was responsible for “oversight” of Vision Holdings’ “investment activities, ...
	31. The January 19, 2020 PPM also stated that Vision Advisors would “work closely with the Board” to monitor Vision Holdings’ investment portfolio and exit opportunities.
	32. The January 19, 2020 PPM further stated that the Board of Directors would review the performance of investments “on a quarterly basis” and value its loans and other financial instruments “at the end of each calendar quarter.”
	33. The January 19, 2020 PPM identified by name the five purported members of the Board of Directors and provided a biography for each.  According to the PPM, the Board of Directors consisted of Taller, one other Vision Holdings officer (who served as...
	34. Those representations corresponded with Vision Holdings’ founding documents.  On December 30, 2019, Vision Holdings’ sole incorporator adopted a resolution purporting to elect the five aforementioned directors “to serve until the first annual meet...
	35. In reality, however, the January 19, 2020 PPM’s representations about the board were false.  Despite purportedly being “elected” to the board in December 2019, the three non-affiliated directors had no working relationship with Vision Holdings at ...
	36. At Taller’s direction, through mid-November 2020, Vision Holdings continued to disseminate PPMs falsely representing that Vision Holdings had a functioning five-member Board of Directors.  These PPMs, dated June 24, 2020 and August 26, 2020, conta...
	37. On November 17, 2020, Vision Holdings issued a revised PPM that first represented that “activat[ion]” of the Board of Directors was contingent on the issuance of license to operate a bank by Puerto Rican regulators, which had not yet occurred.
	38. Thus, from January 19, 2020 to November 16, 2020, Vision Holdings’ PPMs represented the existence of a functioning Board of Directors.
	39. Those representations were false.  Until August 1, 2021, Vision Holdings effectively operated without a Board of Directors as Taller was singlehandedly managing Vision Holdings and advising it through Vision Advisors without any independent superv...
	40. Between January 19, 2020 and November 16, 2020—while the PPMs falsely represented that a supervising Board of Directors was in place—investors invested more than $22 million in Vision Holdings.
	41. The fact that Vision Holdings did not have a Board of Directors or supervision or oversight of Taller and Vision Advisors was information that reasonable investors would have wanted to know before making an investment in Vision Holdings.
	B. Material Misrepresentations Concerning Vision Holdings’ Auditors and Audit Committee
	42. The January 19, 2020 PPM stated that Vision Holdings’ “Auditors” were Accounting Firm A, one of the “Big Four” accounting firms.
	43. The January 19, 2020 PPM further stated that Accounting Firm A’s work would be reviewed by an “Audit Committee” of Vision Holdings’ Board of Directors.
	44. The January 19, 2020 PPM named three purported members of the Audit Committee, none of whom were Taller.
	45. The January 19, 2020 PPM’s representations regarding Accounting Firm A and the “Audit Committee” were false.
	46. In fact, Vision Holdings had neither engaged Accounting Firm A nor even contacted Accounting Firm A regarding auditing services.
	47. In addition, Vision Holdings had no Audit Committee, as it had no functioning Board of Directors.
	48. At Taller’s direction, until approximately August 25, 2020, Vision Holdings continued to disseminate PPMs falsely representing that Accounting Firm A was its Auditors.  On August 26, 2020, Vision Holdings changed its PPM to state that it was “in t...
	49. Vision Holdings’ financial statements were never audited.
	50. Between January 19, 2020, and August 25, 2020—when the PPMs falsely represented that Accounting Firm A was serving as Vision Holdings’ Auditors and that the Fund had an Audit Committee—investors invested more than $5.5 million in Vision Holdings.
	51. The lack of an auditor and an Audit Committee is information that reasonable investors would have wanted to know before making an investment in Vision Holdings.
	II. TALLER DIRECTED STHEALTH CAPITAL AND VISION HOLDINGS TO MAKE LOANS TO COMPANIES IN WHICH TALLER HAD UNDISCLOSED CONFLICTS OF INTEREST
	52. Between May 2020 and January 2021—while serving as CEO to both StHealth Capital and Vision Holdings, and while acting as an investment adviser to each through StHealth Advisors and Vision Advisors—Taller directed StHealth Capital and Vision Holdin...
	53. Taller did not disclose this conflict of interest to StHealth Capital’s Board of Directors, StHealth Capital’s investors, or to Vision Holdings’ investors.  There were no other participating members of Vision Holdings’ Board of Directors at that t...
	54. Taller arranged for the companies that received the Loans to invest in crypto assets pursuant to an agreement whereby Taller’s company Consorcia would receive “management fees” on the gains in those assets.  By doing so, Taller created another dir...
	A. StHealth Advisors and Taller Were Both Investment Advisers to StHealth Capital
	55. StHealth Advisors and Taller were both investment advisers to StHealth Capital as defined in the Advisers Act and the ICA.
	56. StHealth Advisors was—for compensation and pursuant to a written advisory agreement dated August 7, 2018 (“StHealth Advisory Agreement”)—in the business of advising StHealth Capital as to the value of securities and/or as to the advisability of in...
	57. The StHealth Advisory Agreement provided that StHealth Advisors’ duties included: “(i) determin[ing] the composition and allocation of the portfolio of [StHealth Capital], the nature and timing of the changes therein, and the manner of implementin...
	58. Pursuant to StHealth Advisory Agreement, StHealth Advisors was entitled to compensation for its investment advisory services and reimbursement of its expenses incurred on StHealth Capital’s behalf.
	59. Between approximately May 2019 and January 2022, StHealth Capital paid StHealth Advisors, and therefore Taller, for expenses it purportedly incurred on StHealth Capital’s behalf.
	60. Through Taller, StHealth Advisors regularly furnished advice to StHealth Capital concerning the desirability of investing in, purchasing, or selling securities or other property.
	61. Taller also personally acted as an investment adviser to StHealth Capital.  As CEO of StHealth Advisors, and through his ownership and control of StHealth Advisors, Taller directed the management and policies of StHealth Advisors.
	62. Among other things, Taller personally advised StHealth Capital concerning which investments to make and directed the purchase and sale of its securities.  For example, Taller recommended that StHealth Capital invest in Company A, and he approved t...
	63. Taller, through his alter ego entities—i.e., StHealth Advisors and other entities he solely owned—received compensation in the form of reimbursement of expenses for advising StHealth Capital.
	64. As investment advisers to StHealth Capital, both StHealth Advisors and Taller were fiduciaries to StHealth Capital and, thus, owed StHealth Capital affirmative duties of utmost good faith and full and fair disclosure of all material facts.
	65. StHealth Advisors and Taller each also had an affirmative duty to employ reasonable care to avoid misleading StHealth Capital, and to act in StHealth Capital’s best interest.
	66. StHealth Advisors and Taller each had a duty to eliminate, or at least disclose, all conflicts of interest which might incline them—consciously or unconsciously—to render advice which was not disinterested.
	67. As explained in paragraphs 90 to 120, and 124 to 131 below, Taller breached his fiduciary duties to StHealth Capital by (1) failing to make full and fair disclosure when he invested StHealth Capital’s assets in a portfolio company despite his pers...
	B. Vision Advisors and Taller Were Both Investment Advisers to Vision Holdings
	68. Vision Advisors and Taller were both investment advisers to Vision Holdings as defined in the Advisers Act.
	69. Vision Advisors was—for compensation and pursuant to written investment advisory agreements dated June 23, 2020 (effective March 31, 2020), and May 14, 2022 (the “Vision Advisory Agreements”)—in the business of advising Vision Holdings as to the v...
	70. The Vision Advisory Agreements provided that Vision Advisors’ duties included: “(i) provid[ing] recommendations regarding the composition and allocation of the portfolio of [Vision Holdings], the nature and timing of the changes therein and the ma...
	71. Pursuant to the Vision Advisory Agreements, Vision Advisors was entitled to compensation for the investment advisory services it provided.
	72. Between July 20, 2020, and December 29, 2023, at Taller’s direction, Vision Holdings paid more than $1.6 million in management fees to entities owned by Taller.
	73. The Vision Advisory Agreements also entitled Vision Advisors to reimbursement of expenses that Vision Advisors incurred on Vision Holdings’ behalf.
	74. Vision Holdings paid at least $77,000 to affiliates of Vision Advisors for reimbursement of expenses.
	75. Taller also acted as an investment adviser to Vision Holdings.  As CEO of Vision Advisors, and through his sole ownership and control of Vision Advisors, Taller directed the management and policies of Vision Advisors.
	76. Among other things, Taller advised Vision Holdings about which investments to make and directed the purchase and sale of securities.  For example, Taller recommended that Vision Holdings invest in Company A and Company B, and he approved the inves...
	77. Taller received compensation for advising Vision Holdings concerning its investments, through his entities to which Vision Holdings paid the management fees due to Vision Advisors for its advisory services.  Taller also received compensation for a...
	78. As investment advisers, both Vision Advisors and Taller were fiduciaries to Vision Holdings and, thus, owed Vision Holdings affirmative duties of upmost good faith and full and fair disclosure of all material facts.
	79. Vision Advisors and Taller each also had an affirmative duty to employ reasonable care to avoid misleading Vision Holdings, and to act in Vision Holdings’ best interest.
	80. Vision Advisors and Taller each had a duty to eliminate, or at least disclose, all conflicts of interest which might incline them—consciously or unconsciously—to render advice which was not disinterested.
	81. As explained in paragraphs 90 to 124, and 132 to 142 below, Taller breached his fiduciary duties to the Vision Holdings by (1) failing to make full and fair disclosure when he invested a substantial portion of Vision Holdings’ assets in portfolio ...
	C. Taller Controlled Both StHealth Capital and Vision Holdings
	82. Taller controlled both StHealth Capital and Vision Holdings.
	83. Taller also owned and controlled StHealth Advisors, which had a contractual advisory agreement with StHealth Capital that gave StHealth Advisors broad duties and responsibilities with respect to advising StHealth Capital.
	84. StHealth Capital’s PPMs stated that StHealth Advisors would be subject to overall supervision by StHealth Capital’s three-person Board of Directors, of which Taller served as Chairman.  In practice, however, Taller exercised control over the inves...
	85. Taller also owned and controlled Vision Advisors, which had written contractual advisory agreements with Vision Holdings, which gave Vision Advisors broad duties and responsibilities with respect to advising Vision Holdings.  Taller signed those a...
	86. Although the Vision Advisory Agreements purported to give Vision Advisors “non-discretionary” authority—and although Vision Holdings’ PPMs stated that Vision Advisors would be subject to overall supervision by Vision Holdings’ Board of Directors—f...
	87. From December 2019 to August 2021, Taller was Vision Holdings’ sole source of investment advice, served as an officer as well as the sole director for Vision Holdings, and had discretion over Vision Holdings’ investments.
	88. Even after August 2021—when Vision Holdings formed a board with independent directors—Taller continued to control Vision Holdings and continued to exercise sole discretion over its investment decisions.  For example, in October 2022, Taller unilat...
	89. In general, any Board approval for Taller’s recommended investments was a mere formality and was never withheld.
	D. Taller Acquired an Interest in Company A and, Days Later, Directed StHealth Capital and Vision Holdings to Loan Money to Company A
	90. On or about May 1, 2020, Taller created an irrevocable trust that named Taller’s three children as its beneficiaries (the “Trust”).
	91. On or about April 29, 2020, Company A’s parent transferred 19,200 of Company A’s preferred membership interests to the Trust for the stated consideration of $1,000 pursuant to a Membership Interest Purchase Agreement.
	92. Following this transaction, the Trust owned approximately 2% of Company A, which had a book value of approximately $23 million.
	93. Days later, on or about May 4, 2020, Taller directed StHealth Capital to enter into a purchase agreement with Company A for a $200,000 promissory note convertible into shares of Company A.  Taller signed the purchase agreement on behalf of StHealt...
	94. Simultaneously, Taller directed Vision Holdings to enter into a purchase agreement with Company A for a $1.8 million promissory note convertible into shares of Company A.  Taller signed the purchase agreement on behalf of Vision Holdings.  Vision ...
	95. Taller did not disclose to StHealth Capital’s Board of Directors or its investors that the Trust had acquired an interest in Company A immediately prior to StHealth Capital’s loan investment.  Nor did Taller disclose to Vision Holdings’ investors ...
	96. Moreover—by virtue StHealth Capital’s and Vision Holdings’ relationship to each other, by and through Taller and entities under his control—StHealth Capital’s and Vision Holdings’ simultaneous loans to Company A constituted “joint” arrangements un...
	97. Under ICA Rule 17d-1, joint arrangements include any written or oral plan, contract, authorization or arrangement, or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company—such as a BDC—and a...
	98. Thus, pursuant to Rule 17d-1 of the ICA, StHealth Capital was required to file an application with the SEC and await the granting of an SEC order prior to such transaction.
	99. StHealth Capital never applied for and never received the requisite SEC order.
	E. Taller Directed Vision Holdings to Make Additional Loans to Company A and Company B, While Engaging in his Own Undisclosed Business with Company A and Company B
	100. Company A was largely dependent on Vision Holdings for operating capital.
	101. Throughout 2020 and early 2021, Taller directed Vision Holdings to make additional loans to Company A and to its affiliate, Company B.
	102. In addition to the $1.8 million it loaned on May 4, 2020, Taller directed Vision Holdings to loan Company A the following amounts, which were transferred from Vision Holdings to Company A, for a cumulative total of $19.3 million:
	August 18, 2020:  $2,000,000;
	August 31, 2020:   $2,000,000;
	September 11, 2020:   $2,000,000;
	September 28, 2020:   $2,000,000;
	October 22, 2020:  $2,000,000;
	November 5, 2020:   $2,000,000;
	November 10, 2020:   $1,000,000;
	January 22, 2021:   $4,500,000.
	103. On September 2, 2020, Taller directed Vision Holdings to enter into a loan and security agreement with Company B.  Pursuant to that agreement, between September and December 2020, Vision Holdings loaned Company B the following amounts, which were...
	September 2, 2020:  $625,000;
	October 1, 2020:  $625,000;
	October 30, 2020:  $625,000;
	December 3, 2020:  $500,000.
	104. While he was directing Vision Holdings to make the above loans, Taller did not disclose the Trust’s ownership interest in Company A to Vision Holdings’ shareholders.  Vision Holdings had no functioning Board of Directors at the time.
	105. In addition, while Taller was continuing to direct Vision Holdings to loan money to Company A and Company B, Taller deepened his interests in those companies and their affiliates, creating greater conflicts of interest between himself and his adv...
	106. Specifically, on or about September 20, 2020, Taller directed his company Consorcia to enter into a contractual agreement with Company A’s principal for the purpose of “developing the business interests of [the principal] and those of any of his ...
	107. Consorcia Agreement I noted that Consorcia had assisted Company B in “secur[ing] financing of various forms in a series of transactions.”
	108. Consorcia Agreement I entitled Consorcia to a 10% “Successor Ownership Interest” in certain Company B assets upon a successful refinancing thereof.
	109. On or about October 15, 2020, Taller directed Consorcia to enter into a contractual agreement with Company B and Company C, both affiliates of Company A (“Consorcia Agreement II”).
	110. Consorcia Agreement II provided that Consorcia would “facilitate business alliances and manage the relationship between [Company B and Company C] and various third-party providers of cryptocurrency-related services.”  The agreement entitled Conso...
	111. Between September and November 2020, Company B transferred $375,000 to Consorcia, which Consorcia used to purchase crypto assets.
	112. Between October 2020 and January 2021, Company C purchased $1.6 million in crypto assets.
	113. In all, Taller helped orchestrate $1.975 million in crypto asset purchases by Company B and Company C.
	114. Taller never disclosed to StHealth Capital’s Board of Directors or investors or to Vision Holdings’ investors (Vision Holdings had no functioning Board of Directors at the time) that he stood to profit from facilitating Company B’s and Company C’...
	115. Nor did Taller disclose the conflicts of interest created by the fact that he would personally profit from Company A’s and its affiliates’ purchases of crypto assets.
	116. Finally, between October 21, 2020 and February 4, 2021, Taller directed certain entities that he solely owned to enter into other transactions with Company A and Company B, without disclosing these transactions (or the conflicts of interest they ...
	117. Company A and Company B ultimately defaulted on the Loans.
	118. In September 2021, Vision Holdings sued Company A and its principal for loan repayment.
	119. Although Vision Holdings secured judgments in its favor, it was unable to recoup the value of its loans to Company A and Company B, losing more than $21 million in principal, plus interest.
	120. StHealth Capital, which did not sue Company A, lost the entirety of its $200,000 loan to Company A.
	III. TALLER MISAPPROPRIATED FUNDS FROM STHEALTH CAPITAL AND VISION HOLDINGS
	A. Taller Misappropriated $200,000 from Vision Holdings
	121. On or about June 15, 2021 (while Vision Holdings had no functioning Board of Directors), Taller directed Vision Holdings to transfer $200,000 to his company, VBB Management.
	122. On or about July 6, 2021, Taller comingled those funds with $50,000 from one of his companies, Consorcia, and used the combined sum to purchase crypto assets in the account of VBB Management.
	123. Taller did not return the $200,000 that he misappropriated from Vision Holdings.
	B. Taller Misappropriated Approximately $286,000 from StHealth Capital and Approximately $305,000 from Vision Holdings
	124. Taller exploited his positions in StHealth Capital and Vision Holdings, and their lack of oversight over his activities, to charge inappropriate expenses to StHealth Capital and, when discovered, to direct Vision Holdings to reimburse those expen...
	Misappropriation from StHealth Capital
	125. Under StHealth Advisory Agreement, StHealth Advisors was entitled to reimbursement of expenses incurred on StHealth Capital’s behalf.
	126. Between 2019 and 2022, StHealth Capital paid StHealth Advisors, and/or affiliated entities that Taller owned, the following amounts for expense reimbursement:
	2019: $77,999;
	2020:  $146,949;
	2021:  $139,974;
	2022:  $25,000
	127. In fact, however, certain of these amounts were not expenses of StHealth Capital, and Taller should not have charged StHealth Capital for those amounts.
	128. Beginning in or around April 2022, StHealth Capital’s Board of Directors undertook a review to determine whether StHealth Advisors or its affiliated entities had overcharged StHealth Capital for expense reimbursements (the “Review”).  The Review,...
	129. The Review determined that the correct expenses that should have been allocated to StHealth Capital from 2019 to 2022 were as follows:
	2019: $42,080;
	2020: $26,489;
	2021: $34,387;
	2022: $0
	130. A November 2024 independent audit confirmed the Review’s determinations.
	131. In total, Taller and his entities improperly charged StHealth Capital approximately $286,966 for expense reimbursement to which they were not entitled.
	Misappropriation from Vision Holdings to Reimburse StHealth Capital
	132. Rather than reimburse StHealth Capital for the expenses he and his entities had improperly charged to StHealth Capital himself, Taller directed Vision Holdings to reimburse StHealth Capital for these expenses.
	133. Thus, on or about April 22, 2022, Taller directed Vision Holdings to pay StHealth Capital $105,587 for the expenses his entities had improperly charged StHealth Capital in 2021.
	134. StHealth Capital and Vision Holdings are legally separate entities that do not share a contractual relationship whereby one can directly request reimbursement of expenses from the other.
	135. Nevertheless, Vision Holdings paid $105,587 to StHealth Capital on or about April 22, 2022.
	136. Taller did not consult Vision Holdings’ Board of Directors prior to authorizing the April 22, 2022 payment of $105,587 from Vision Holdings to StHealth Capital.
	137. As to the remaining $200,122 that Taller and his entities had improperly charged to StHealth Capital (consisting of the overcharges for 2019, 2020, 2022, and $18,743 in interest), Taller again directed that Vision Holdings make that payment.
	138. On or about October 13, 2022, Taller directed Vision Holdings to transfer $200,200 to his personal attorneys’ trust account.  On or about October 25, 2022, Taller directed that $200,122 be transferred from the attorneys’ trust account to StHealth...
	139. According to the Vision Advisory Agreements, to receive reimbursement for expenses from Vision Holdings, Vision Advisors should have prepared and delivered a statement documenting the expenses that it or its affiliates incurred on Vision Holdings...
	140. Vision Holdings’ Board of Directors did not adopt a resolution or written consent authorizing the payment of $200,200 to StHealth Capital.
	141. Nevertheless, Taller directed the $200,200 payment from Vision Holdings.
	142. In total, Taller improperly charged $286,966 to StHealth Capital, and Taller improperly transferred $305,787 ($105,587 plus $200,200) from Vision Holdings to reimburse StHealth Capital.
	Violations of Securities Act Section 17(a)
	143. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 54, 68 through 124, and 132 through 142.
	144. By engaging in the conduct described above with respect to Vision Holdings, Defendant, in the offer or sale of securities and by the use of the means or instruments of transportation or communication in interstate commerce or the mails, directly ...
	145. By reason of the foregoing, Defendant Taller violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
	Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
	146. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 54, 68 through 124, and 132 through 142.
	147. By engaging in the conduct described above with respect to Vision Holdings, Defendant directly or indirectly, in connection with the purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or the mails,...
	148. By reason of the foregoing, Defendant Taller, directly or indirectly, violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
	THIRD CLAIM FOR RELIEF
	Violations of Advisers Act Sections 206(1) and (2)
	149. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 142.
	150. At all relevant times, Defendant was an investment adviser to StHealth Capital and to Vision Holdings under Advisers Act Section 202(a)(11) [15 U.S.C. § 80b-2(a)(11)].
	151. By engaging in the conduct described above with respect to both StHealth Capital and Vision Holdings, and in breach of his fiduciary duties to StHealth Capital and Vision Holdings, Defendant, by use of the mails or any means or instrumentality of...
	152. By reason of the foregoing, Defendant Taller, directly or indirectly, has violated and, unless enjoined, will again violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
	FOURTH CLAIM FOR RELIEF
	Violations of Investment Company Act Section 57(a)(4) and Rule 17d-1 Thereunder
	153. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 24 and 52 through 99.
	154. By engaging in the conduct described above with respect to StHealth Capital, Defendant Taller, while an affiliated person of StHealth Capital, acting as principal, participated in, or effected a transaction in connection with, any joint enterpris...
	155. By reason of the forgoing, Defendant Taller violated, and unless enjoined and restrained will continue to violate, Section 57(a)(4) of the ICA [15 U.S.C. § 80a-56(a)(4)] and ICA Rule 17d-1 [17 C.F.R. § 270.17d-1].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Todd D. Brody
	Thomas J. Smith, Jr.
	Alison Conn
	Wesley W. Wintermyer (not admitted)
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street, Suite 20-100