SEC v. Theodore J. Farnsworth, No. 1:24-cv-09911, Southern District of New York (Jan. 2, 2025) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Alison T. Conn
Travis Hill
Elizabeth Butler
Tiantong Wen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-9135(Hill)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

THEODORE J. FARNSWORTH,

                                             Defendant.

COMPLAINT

24 Civ. 9911

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Theodore J. Farnsworth (“Farnsworth” or “Defendant”), alleges as follows:
SUMMARY
1. From at least January 2021 to April 2023 (the “Relevant Period”), Farnsworth
defrauded the investing public through material misrepresentations concerning Vinco Ventures,
Inc. (“Vinco”), a public company that Farnsworth secretly controlled.
2. In January 2021, Vinco and another Farnsworth-controlled entity, Zash Global
Media & Entertainment Corporation (“Zash”), announced that they had entered into a merger

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agreement to “creat[e] exciting acceleration and growth in live-streaming content, video-sharing,
distribution and production within [the combined Vinco/Zash] ecosystem.”  According to the
January 2021 press release announcing the merger—drafted and approved by Farnsworth—this
supposed ecosystem (the “Vinco ecosystem”) would combine Vinco’s purported proprietary
platform with Zash’s purported state-of-the art analytics and distribution technology.
3. But that was false.  In fact, both of the advertised pillars of the Vinco ecosystem
were nonexistent because Vinco did not have a proprietary platform and Zash lacked the claimed
analytics and distribution technology.
4. During the Relevant Period, Farnsworth made numerous similar
misrepresentations concerning the purported Vinco ecosystem in press releases, Vinco’s filings
with the Commission, and media appearances.
5. Farnsworth also made, authorized, and/or disseminated false or misleading
statements concerning the operations of two affiliated companies that formed critical
components of the purported Vinco ecosystem—Lomotif Private Limited (“Lomotif”) and
AdRizer LLC (“AdRizer”)—by exaggerating Lomotif’s capabilities, inflating Lomotif’s user
base, and overstating Vinco’s expectations of the revenue Lomotif would generate using
AdRizer’s social media advertising platform.
6. Farnsworth also misled investors by concealing that he controlled Vinco,
including by acting through officers and directors he handpicked to carry out his directives.
7. During the Relevant Period, Vinco raised over $120 million through securities
offerings, while Farnsworth extracted millions of dollars from the company in financial benefits
for himself.

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8. Since peaking at a price of $12.49 per share in September 2021, Vinco’s stock
price has dwindled to just fractions of a penny, leaving investors with substantial financial losses.
VIOLATIONS
9. By virtue of the foregoing conduct and as alleged further herein, Defendant has
violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and
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].
10. Unless Defendant is 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
11. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)].
12. 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 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)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (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

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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
13. This Court has jurisdiction over this action pursuant to Securities Act Section
22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
14. 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.
15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)]
and Exchange Act Section 27 [15 U.S.C. § 78aa].   D efendant transacted business in the Southern
District of New York and certain of the acts, practices, transactions, and courses of business
alleged in this Complaint occurred within this District.  For example, Vinco’s securities were
traded by, and offered and sold to, individuals and entities who resided in or were located in
Manhattan.
DEFENDANT
16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder
of Zash and a member of the Board of Managers of ZVV Media Partners LLC (“ZVV”), and
briefly served as the co-CEO of Vinco.  During the Relevant Period, Farnsworth controlled
Vinco even when he did not have a publicly disclosed title or role.  Farnsworth is a defendant in
SEC v. Farnsworth, et al., 22 Civ. 8226 (KPF) (S.D.N.Y. filed Sept. 26, 2022, amended Oct. 6,
2023), in which the Commission alleged, among other things, that he disseminated materially
false or misleading statements to the public while serving as the Chairman and CEO of Helios

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and Matheson Analytics Inc. (“HMNY”), the parent company to MoviePass, Inc.,
(“MoviePass”), a movie subscription service.  In November 2022, the Department of Justice filed
a criminal indictment against Farnsworth and a co-defendant, based on their conduct at
HMNY/MoviePass.  That criminal matter is currently pending in the U.S. District Court for the
Southern District of Florida.
OTHER RELEVANT ENTITIES
17. Vinco is a Nevada corporation formed in 2017, which is currently in default status
with the Nevada Secretary of State.  During the Relevant Period, Vinco had an office in East
Syracuse, New York.  Vinco’s common stock is registered with the Commission pursuant to
Section 12(b) of the Exchange Act.  Until October 2023, Vinco’s stock traded on the NASDAQ.
Since then, it has been quoted on OTC Link, operated by OTC Markets Group Inc., under the
ticker symbol “BBIG.”
18. Zash is a Delaware corporation headquartered in East Syracuse, New York.
Farnsworth founded Zash in or around December 2020 and has controlled the company since
that time as Chairman of the Board of Directors.  During the Relevant Period, Zash described
itself as “an evolved network of synergetic companies working together to disrupt the media and
entertainment industry as we know it today.”
FACTS
I. FARNSWORTH SECRETLY ASSUMES CONTROL OF VINCO.

19. In or around December 2020, Farnsworth formed Zash to serve as a holding
company for media assets he planned to acquire in an attempt to create a “disruptive” media and
entertainment business.
20. In December 2020, Farnsworth knew that the Department of Justice and the

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Commission were conducting investigations concerning his conduct at HMNY/MoviePass.
21. Farnsworth purportedly intended to merge Vinco, a public company, into Zash,
with Zash as the surviving entity.
22. One way that Farnsworth assumed control over Vinco was by installing as
executives and directors of the company certain individuals with whom he had close personal
and/or professional relationships.
23. For example, no later than September 2021, Farnsworth had selected as Vinco’s
Executive Chairman a person with whom he has had a decades-long personal and professional
relationship, who relied on Farnsworth financially, and who Farnsworth understood would take
direction from him.
24. Farnsworth did not take a public-facing role at Vinco himself because he knew
that the Department of Justice and the Commission were already investigating his conduct in
connection with HMNY/MoviePass and he did not want them to train their sights on Vinco.
25. Once Farnsworth had been publicly charged by the Commission and criminal
authorities , he understood that disclosing that he was controlling Vinco would make the
company less attractive to investors.
26. Accordingly, in its filings, Vinco identified Farnsworth’s hand-selected
individuals along with others, as the executives who were running Vinco.
1

27. These filings were materially false or misleading because, in fact, Farnsworth ran
Vinco by issuing instructions to the nominal executives.

1
 Such filings include at least Vinco’s Forms 8-K filed with the Commission on January 21, 2021; February
23, 2021; July 23, 2021; July 14, 2022; July 22, 2022; and February 6, 2023; Forms 10-Q filed with the Commission
on November 22, 2021; May 23, 2022; February 21, 2023; and April 10, 2023; Form 10-K filed with the
Commission on April 15, 2022; and Schedules 14A filed with the Commission on March 9, 2023 and March 31,
2023.

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28. Farnsworth also generally controlled Vinco’s statements to the public, including
in press releases that were attached to the company’s filings with the Commission.
II. FARNSWORTH MAKES, AUTHORIZES, AND/OR DISSEMINATES FALSE
AND MISLEADING STATEMENTS ABOUT THE VINCO/ZASH MERGER.
29. On January 21, 2021, Vinco and Zash issued a joint press release announcing that
they had executed an Agreement to Complete a Plan of Merger, and that Vinco and Zash had
created a joint venture, ZVV, to pool certain assets in advance of the merger.  The press release
was attached to a Form 8-K filed with the Commission.  Farnsworth drafted, reviewed, and
approved the January 2021 press release and authorized the filing of the Form 8-K.
30. According to the January 2021 press release, the merger would combine Vinco’s
proprietary platform with Zash’s state-of-the-art analytics and distribution technology to create
an ecosystem of companies that would produce, distribute, and monetize digital media content.
31. In fact, however, this statement was false or misleading because the companies
lacked both the proprietary platform and the analytics and distribution technology that were
described as bases for the supposedly monetizable Vinco ecosystem.
32. By virtue of his roles at and involvement in the entities and their
transactions/acquisitions, Farnsworth knew or recklessly disregarded that the companies did not
have any proprietary platforms or state-of-the-art technology.
III. FARNSWORTH MISREPRESENTS LOMOTIF’S APP QUALITY AND USER
BASE.
33. On February 23, 2021, Vinco and Zash issued a joint press release, which
Farnsworth drafted, reviewed, and approved, announcing that Zash would acquire a majority
controlling interest in Lomotif (the “February 2021 Press Release”).
34. On July 23, 2021, Vinco and Zash issued a joint press release announcing the

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completion of Zash’s acquisition of Lomotif, a Singapore entity that purported to be a video-
sharing social networking platform (the “July 2021 Press Release”).  Farnsworth drafted,
reviewed, and approved the July 2021 Press Release.
35. On or about August 20, 2021, Farnsworth took part in a recorded interview,
published on an online media outlet, during which Farnsworth made statements concerning the
growth of Lomotif’s user base (the “August 2021 Interview”).
36. The February 2021 Press Release, July 2021 Press Release, and August 2021
Interview all contained materially false or misleading statements.
37. For example, in the February 2021 Press Release, Farnsworth praised Lomotif as
“the key piece of the ZASH strategy to merge the best-in-class media, entertainment and content-
focused technology companies,” and he described Lomotif as a platform with “unique and
innovative” features that they would expand in the U.S. and globally.
38. However, Farnsworth’s statement that the Lomotif app was “best-in-class” was, at
minimum, misleading because, as Farnsworth was aware, the app had received predominantly
bad reviews and low ratings from users.
39. Additionally, the February 2021 Press Release stated, “ZASH believes that
Lomotif is one of the fastest growing video-sharing social networking platforms in its category
over the last three years and in Asia, Europe and South America, Lomotif has increased its
average monthly community by over 400 percent in this time span.”  Farnsworth also touted
Lomotif as having a “dominant, global user traction and reach.”
40. In fact, contrary to these representations, as of February 2021, Lomotif’s user
base was not experiencing a period of protracted growth, but rather was in a period of decline.
41. Farnsworth knew or was reckless in not knowing that Lomotif’s user base was

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declining, because he had received information concerning Lomotif’s internal user base in
connection with the acquisition of Lomotif.  He also knew that the user base was a critical metric
reflecting whether Lomotif could be successfully monetized, and that Lomotif’s valuation was
based upon the number of monthly average users (“MAUs”) and the amount of revenue that was
expected to be earned by each MAU.
42. The July 2021 Press Release falsely touted that Lomotif had “tens of millions of
monthly users . . . and over 31 million on-platform monthly active users.”   In fact, the actual
number of users was far less.
43. During the August 2021 Interview, Farnsworth again touted Lomotif’s growing
user base, falsely stating that Lomotif’s MAUs had more than doubled since Vinco took over and
were growing every month, and that Vinco/Zash were “knocking it out of the park” with respect
to the growth of Lomotif’s user base.
44. Farnsworth knew or was reckless in not knowing that the statements concerning
the growing user base in the July 2021 Press Release and the August 2021 Interview were false
or misleading because of his familiarity with Lomotif’s internal data on users.
IV. FARNSWORTH MISREPRESENTS THAT LOMOTIF AND ADRIZER ARE
OPERATING BUSINESSES.
45. On October 7, 2021, Vinco and Zash issued a joint press release announcing that
their joint venture, ZVV, had signed a binding letter of intent to acquire AdRizer, a social media
advertising company (the “October 2021 Press Release”).  The press release described AdRizer
as using “A.I.” on its “proprietary platform” and stated that AdRizer would be integrated into the
Lomotif platform for ad placement revenue.   Farnsworth was quoted in the press release as
stating, “This is an exciting time for us as we move forward with our strategy for building out a
full platform on a short form video app like Lomotif.  We will now be able to monetize within

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our own internal platform.”  Farnsworth drafted, reviewed, and approved the October 2021 Press
Release.
46. Both AdRizer and Lomotif were key pieces in the Vinco ecosystem that
Farnsworth promised Vinco investors.
47. Consistent with this narrative, Vinco’s Forms 10-Q for the second and third
quarters of 2022, filed in February and April 2023, respectively, continued to reference Vinco’s
“strategy” to “expand[ ] Lomotif’s reach” and stated that Vinco was “developing means to
monetize the content creation and streaming capabilities of the Lomotif platform.”  These filings
also stated that “AdRizer is anticipated to generate advertising revenue through ad placements in
the Lomotif app and on Lomotif websites based on traffic, views, and impressions.”
48. However, as Farnsworth knew or recklessly disregarded, there were not sufficient
Lomotif users to yield material advertising revenue.
49. Farnsworth reviewed and approved the statements contained in the Forms 10-Q
for the second and third quarters of 2022.
50. On April 17, 2023, at Farnsworth’s direction, the Executive Chairman of Vinco
issued a letter to shareholders that was attached to a Form 8-K that Vinco filed with the
Commission.  Farnsworth drafted, reviewed, and approved the April 17, 2023 shareholder letter.
51. The letter described Lomotif and AdRizer as if they were operational synergetic
businesses and described how Vinco planned to integrate assets from an upcoming acquisition
“into the Vinco system” to “boost revenue and profitability” at Lomotif and AdRizer, among
other companies.
52. On or about April 25, 2023, Vinco’s board of directors issued a second letter to
shareholders, which was attached to a Form 8-K that Vinco filed with the Commission.

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Farnsworth reviewed, and approved the April 25, 2023 shareholder letter.
53. The letter stated that “Vinco is shifting its focus from addressing legacy
challenges to executing against future growth.”
54. Contrary to statements in the Forms 10-Q for the second and third quarters of
2022 and the April 17, 2023 and April 25, 2023 letters to shareholders describing Lomotif and
AdRizer as if they were actively operating companies, both companies had, by the time of these
statements, ceased normal operations due to insufficient funding.
55. At the time the Form 10-Q for the third quarter 2022 was filed, Farnsworth knew
that Vinco was still experiencing “legacy challenges” including that both Lomotif and AdRizer
did not have sufficient funding to operate and, as a result, could not monetize the new content.
56. Since approximately February 2021, Lomotif had been operating solely through
cash infusions from Vinco.  However, by at least February 2023, Vinco no longer had the means
to fund Lomotif’s business, and Lomotif was preparing to shut down operations completely.
57. Indeed, by at least February 2023, Farnsworth had directed Vinco’s personnel to
instruct Lomotif to eliminate cash consumption and to pay only those bills that would forestall
the app’s feed from being cut or would change the look of the app, which a Vinco executive
referred to as the “shareholder forward-facing part of the app.”
58. By early April 2023, all of Lomotif’s employees had been furloughed with the
exception of three engineers who were working at reduced capacities and who—consistent with
Farnsworth’s instructions—were only focused on keeping the app feed and view operational.  All
functions deemed “not essential” were cut, including content moderation, user support, app
updates, and bug fixes.
59. Farnsworth knew or was reckless in not knowing that AdRizer was also

12
experiencing significant financial challenges by January 2023, including because Vinco had
failed to provide promised working capital for AdRizer’s operations.  Instead, Vinco directed
AdRizer to wire money to fund Vinco’s own bank accounts in December 2022 and April 2023.
60. Farnsworth also knew that by no later than February 2023, AdRizer personnel,
including its CEO, expressed concerns about Vinco’s financial condition and ability to fund
AdRizer.
61. AdRizer’s CFO resigned in March 2023, and in early April 2023 AdRizer’s CEO
expressed his intent to resign given, among other things, that the company did not have the
necessary money to operate the business and that Vinco had control over AdRizer’s bank
account.
62. At the time of the April 25, 2023 shareholder letter, Farnsworth also knew that
Lomotif was not developing the means to monetize the content creation and streaming
capabilities of the Lomotif platform; to the contrary, Lomotif had furloughed nearly all of its
employees and suspended some of the app’s most important functions due to insufficient
funding.
V. FARNSWORTH PROFITS FROM HIS FRAUD WHILE INVESTORS INCUR
LOSSES.
63. Throughout the Relevant Period, Farnsworth used his control over Vinco to direct
payments to benefit himself and other companies that he controlled.
64. For example, Vinco made millions of dollars in purported “business” loans to
entities controlled by Farnsworth, which Farnsworth had no intention of repaying.
65. Vinco later recorded an allowance for loan losses after determining that certain of
the loans to Farnsworth’s entities were not recoverable and were unlikely to be repaid.
66. Farnsworth also received salaries, fees and commissions and “reimbursements” of

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personal expenses from Vinco that were disguised as business expenses.
67. For example, i n or around February 2022, an entity that Farnsworth controlled
received a payment of millions of dollars in connection with Vinco’s acquisition of AdRizer.
68. Farnsworth used this money to pay for, among other things, personal expenses,
including travel expenses, luxury vehicles, and home renovations.
69. Additionally, beginning in December 2022, Vinco paid Farnsworth an annual
salary of $340,000 as its Chief Strategy Officer, making Farnsworth one of Vinco’s most highly
compensated executives.
70. Although Vinco identified in its Commission filings that Farnsworth held certain
roles with entities affiliated with Vinco, the filings did not identify Farnsworth’s role as Chief
Strategy Officer of Vinco itself, nor did they disclose the value of all the payments that Vinco
made to Farnsworth, whether directly or indirectly through persons and entities controlled by
Farnsworth.
71. Meanwhile, Vinco investors incurred substantial losses.  The planned merger
between Vinco and Zash never closed and, as of the date of this Complaint, the company’s stock
is trading at a fraction of a penny per share.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)

72. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 71.
73. Defendant, directly or indirectly, singly or in concert, 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, (1) knowingly or recklessly has employed one or more devices,
schemes, or artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or

14
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 has engaged in
one or more transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
74. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

75. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 71.
76. Defendant, directly or indirectly, singly or in concert, 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 has (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.
77. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert,
has 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].

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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 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)] and Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
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)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
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)]; and
V.
Granting any other and further relief this Court may deem just and proper.

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JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
December 23, 2024

/s/ Antonia M. Apps
ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Alison T. Conn
Travis Hill
Elizabeth Butler
Tiantong Wen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-9135 (Hill)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr. 
Alison T. Conn 
Travis Hill 
Elizabeth Butler 
Tiantong Wen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-9135(Hill) 
[email protected]  
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
THEODORE J. FARNSWORTH, 
  
                                             Defendant.  
 

 
 
COMPLAINT 

   
24 Civ. 9911 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendant Theodore J. Farnsworth (“Farnsworth” or “Defendant”), alleges as follows: 

SUMMARY 

1. From at least January 2021 to April 2023 (the “Relevant Period”), Farnsworth 

defrauded the investing public through material misrepresentations concerning Vinco Ventures, 

Inc. (“Vinco”), a public company that Farnsworth secretly controlled. 

2. In January 2021, Vinco and another Farnsworth-controlled entity, Zash Global 

Media & Entertainment Corporation (“Zash”), announced that they had entered into a merger 

Case 1:24-cv-09911-JAV     Document 1     Filed 12/23/24     Page 1 of 16

mailto:[email protected]


 
 
 

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agreement to “creat[e] exciting acceleration and growth in live-streaming content, video-sharing, 

distribution and production within [the combined Vinco/Zash] ecosystem.”  According to the 

January 2021 press release announcing the merger—drafted and approved by Farnsworth—this 

supposed ecosystem (the “Vinco ecosystem”) would combine Vinco’s purported proprietary 

platform with Zash’s purported state-of-the art analytics and distribution technology. 

3. But that was false.  In fact, both of the advertised pillars of the Vinco ecosystem 

were nonexistent because Vinco did not have a proprietary platform and Zash lacked the claimed 

analytics and distribution technology. 

4. During the Relevant Period, Farnsworth made numerous similar 

misrepresentations concerning the purported Vinco ecosystem in press releases, Vinco’s filings 

with the Commission, and media appearances. 

5. Farnsworth also made, authorized, and/or disseminated false or misleading 

statements concerning the operations of two affiliated companies that formed critical 

components of the purported Vinco ecosystem—Lomotif Private Limited (“Lomotif”) and 

AdRizer LLC (“AdRizer”)—by exaggerating Lomotif’s capabilities, inflating Lomotif’s user 

base, and overstating Vinco’s expectations of the revenue Lomotif would generate using 

AdRizer’s social media advertising platform. 

6. Farnsworth also misled investors by concealing that he controlled Vinco, 

including by acting through officers and directors he handpicked to carry out his directives. 

7. During the Relevant Period, Vinco raised over $120 million through securities 

offerings, while Farnsworth extracted millions of dollars from the company in financial benefits 

for himself.   

Case 1:24-cv-09911-JAV     Document 1     Filed 12/23/24     Page 2 of 16



 
 
 

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8. Since peaking at a price of $12.49 per share in September 2021, Vinco’s stock 

price has dwindled to just fractions of a penny, leaving investors with substantial financial losses. 

VIOLATIONS 

9. By virtue of the foregoing conduct and as alleged further herein, Defendant has 

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

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]. 

10. Unless Defendant is 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 

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

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

Section 21(d) [15 U.S.C. § 78u(d)].  

12. 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 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)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (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 

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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 

13. This Court has jurisdiction over this action pursuant to Securities Act Section 

22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

14. 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. 

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

and Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendant transacted business in the Southern 

District of New York and certain of the acts, practices, transactions, and courses of business 

alleged in this Complaint occurred within this District.  For example, Vinco’s securities were 

traded by, and offered and sold to, individuals and entities who resided in or were located in 

Manhattan.  

DEFENDANT 

16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder 

of Zash and a member of the Board of Managers of ZVV Media Partners LLC (“ZVV”), and 

briefly served as the co-CEO of Vinco.  During the Relevant Period, Farnsworth controlled 

Vinco even when he did not have a publicly disclosed title or role.  Farnsworth is a defendant in 

SEC v. Farnsworth, et al., 22 Civ. 8226 (KPF) (S.D.N.Y. filed Sept. 26, 2022, amended Oct. 6, 

2023), in which the Commission alleged, among other things, that he disseminated materially 

false or misleading statements to the public while serving as the Chairman and CEO of Helios 

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and Matheson Analytics Inc. (“HMNY”), the parent company to MoviePass, Inc., 

(“MoviePass”), a movie subscription service.  In November 2022, the Department of Justice filed 

a criminal indictment against Farnsworth and a co-defendant, based on their conduct at 

HMNY/MoviePass.  That criminal matter is currently pending in the U.S. District Court for the 

Southern District of Florida. 

OTHER RELEVANT ENTITIES 

17. Vinco is a Nevada corporation formed in 2017, which is currently in default status 

with the Nevada Secretary of State.  During the Relevant Period, Vinco had an office in East 

Syracuse, New York.  Vinco’s common stock is registered with the Commission pursuant to 

Section 12(b) of the Exchange Act.  Until October 2023, Vinco’s stock traded on the NASDAQ.  

Since then, it has been quoted on OTC Link, operated by OTC Markets Group Inc., under the 

ticker symbol “BBIG.”  

18. Zash is a Delaware corporation headquartered in East Syracuse, New York.  

Farnsworth founded Zash in or around December 2020 and has controlled the company since 

that time as Chairman of the Board of Directors.  During the Relevant Period, Zash described 

itself as “an evolved network of synergetic companies working together to disrupt the media and 

entertainment industry as we know it today.” 

FACTS 

I. FARNSWORTH SECRETLY ASSUMES CONTROL OF VINCO. 
 

19. In or around December 2020, Farnsworth formed Zash to serve as a holding 

company for media assets he planned to acquire in an attempt to create a “disruptive” media and 

entertainment business. 

20. In December 2020, Farnsworth knew that the Department of Justice and the 

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Commission were conducting investigations concerning his conduct at HMNY/MoviePass. 

21. Farnsworth purportedly intended to merge Vinco, a public company, into Zash, 

with Zash as the surviving entity. 

22. One way that Farnsworth assumed control over Vinco was by installing as 

executives and directors of the company certain individuals with whom he had close personal 

and/or professional relationships.   

23. For example, no later than September 2021, Farnsworth had selected as Vinco’s 

Executive Chairman a person with whom he has had a decades-long personal and professional 

relationship, who relied on Farnsworth financially, and who Farnsworth understood would take 

direction from him.   

24. Farnsworth did not take a public-facing role at Vinco himself because he knew 

that the Department of Justice and the Commission were already investigating his conduct in 

connection with HMNY/MoviePass and he did not want them to train their sights on Vinco. 

25. Once Farnsworth had been publicly charged by the Commission and criminal 

authorities , he understood that disclosing that he was controlling Vinco would make the 

company less attractive to investors. 

26. Accordingly, in its filings, Vinco identified Farnsworth’s hand-selected 

individuals along with others, as the executives who were running Vinco.1 

27. These filings were materially false or misleading because, in fact, Farnsworth ran 

Vinco by issuing instructions to the nominal executives.  

 
1 Such filings include at least Vinco’s Forms 8-K filed with the Commission on January 21, 2021; February 
23, 2021; July 23, 2021; July 14, 2022; July 22, 2022; and February 6, 2023; Forms 10-Q filed with the Commission 
on November 22, 2021; May 23, 2022; February 21, 2023; and April 10, 2023; Form 10-K filed with the 
Commission on April 15, 2022; and Schedules 14A filed with the Commission on March 9, 2023 and March 31, 
2023. 

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28. Farnsworth also generally controlled Vinco’s statements to the public, including 

in press releases that were attached to the company’s filings with the Commission.   

II. FARNSWORTH MAKES, AUTHORIZES, AND/OR DISSEMINATES FALSE 
AND MISLEADING STATEMENTS ABOUT THE VINCO/ZASH MERGER.  

29. On January 21, 2021, Vinco and Zash issued a joint press release announcing that 

they had executed an Agreement to Complete a Plan of Merger, and that Vinco and Zash had 

created a joint venture, ZVV, to pool certain assets in advance of the merger.  The press release 

was attached to a Form 8-K filed with the Commission.  Farnsworth drafted, reviewed, and 

approved the January 2021 press release and authorized the filing of the Form 8-K. 

30. According to the January 2021 press release, the merger would combine Vinco’s 

proprietary platform with Zash’s state-of-the-art analytics and distribution technology to create 

an ecosystem of companies that would produce, distribute, and monetize digital media content. 

31. In fact, however, this statement was false or misleading because the companies 

lacked both the proprietary platform and the analytics and distribution technology that were 

described as bases for the supposedly monetizable Vinco ecosystem. 

32. By virtue of his roles at and involvement in the entities and their 

transactions/acquisitions, Farnsworth knew or recklessly disregarded that the companies did not 

have any proprietary platforms or state-of-the-art technology. 

III. FARNSWORTH MISREPRESENTS LOMOTIF’S APP QUALITY AND USER 
BASE.  

33. On February 23, 2021, Vinco and Zash issued a joint press release, which 

Farnsworth drafted, reviewed, and approved, announcing that Zash would acquire a majority 

controlling interest in Lomotif (the “February 2021 Press Release”).   

34. On July 23, 2021, Vinco and Zash issued a joint press release announcing the 

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completion of Zash’s acquisition of Lomotif, a Singapore entity that purported to be a video-

sharing social networking platform (the “July 2021 Press Release”).  Farnsworth drafted, 

reviewed, and approved the July 2021 Press Release. 

35. On or about August 20, 2021, Farnsworth took part in a recorded interview, 

published on an online media outlet, during which Farnsworth made statements concerning the 

growth of Lomotif’s user base (the “August 2021 Interview”). 

36. The February 2021 Press Release, July 2021 Press Release, and August 2021 

Interview all contained materially false or misleading statements.  

37. For example, in the February 2021 Press Release, Farnsworth praised Lomotif as 

“the key piece of the ZASH strategy to merge the best-in-class media, entertainment and content-

focused technology companies,” and he described Lomotif as a platform with “unique and 

innovative” features that they would expand in the U.S. and globally.  

38. However, Farnsworth’s statement that the Lomotif app was “best-in-class” was, at 

minimum, misleading because, as Farnsworth was aware, the app had received predominantly 

bad reviews and low ratings from users. 

39. Additionally, the February 2021 Press Release stated, “ZASH believes that 

Lomotif is one of the fastest growing video-sharing social networking platforms in its category 

over the last three years and in Asia, Europe and South America, Lomotif has increased its 

average monthly community by over 400 percent in this time span.”  Farnsworth also touted 

Lomotif as having a “dominant, global user traction and reach.” 

40. In fact, contrary to these representations, as of February 2021, Lomotif’s user 

base was not experiencing a period of protracted growth, but rather was in a period of decline.   

41. Farnsworth knew or was reckless in not knowing that Lomotif’s user base was 

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declining, because he had received information concerning Lomotif’s internal user base in 

connection with the acquisition of Lomotif.  He also knew that the user base was a critical metric 

reflecting whether Lomotif could be successfully monetized, and that Lomotif’s valuation was 

based upon the number of monthly average users (“MAUs”) and the amount of revenue that was 

expected to be earned by each MAU. 

42. The July 2021 Press Release falsely touted that Lomotif had “tens of millions of 

monthly users . . . and over 31 million on-platform monthly active users.”  In fact, the actual 

number of users was far less. 

43. During the August 2021 Interview, Farnsworth again touted Lomotif’s growing 

user base, falsely stating that Lomotif’s MAUs had more than doubled since Vinco took over and 

were growing every month, and that Vinco/Zash were “knocking it out of the park” with respect 

to the growth of Lomotif’s user base. 

44. Farnsworth knew or was reckless in not knowing that the statements concerning 

the growing user base in the July 2021 Press Release and the August 2021 Interview were false 

or misleading because of his familiarity with Lomotif’s internal data on users. 

IV. FARNSWORTH MISREPRESENTS THAT LOMOTIF AND ADRIZER ARE 
OPERATING BUSINESSES. 

45. On October 7, 2021, Vinco and Zash issued a joint press release announcing that 

their joint venture, ZVV, had signed a binding letter of intent to acquire AdRizer, a social media 

advertising company (the “October 2021 Press Release”).  The press release described AdRizer 

as using “A.I.” on its “proprietary platform” and stated that AdRizer would be integrated into the 

Lomotif platform for ad placement revenue.  Farnsworth was quoted in the press release as 

stating, “This is an exciting time for us as we move forward with our strategy for building out a 

full platform on a short form video app like Lomotif.  We will now be able to monetize within 

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our own internal platform.”  Farnsworth drafted, reviewed, and approved the October 2021 Press 

Release. 

46. Both AdRizer and Lomotif were key pieces in the Vinco ecosystem that 

Farnsworth promised Vinco investors.   

47. Consistent with this narrative, Vinco’s Forms 10-Q for the second and third 

quarters of 2022, filed in February and April 2023, respectively, continued to reference Vinco’s 

“strategy” to “expand[ ] Lomotif’s reach” and stated that Vinco was “developing means to 

monetize the content creation and streaming capabilities of the Lomotif platform.”  These filings 

also stated that “AdRizer is anticipated to generate advertising revenue through ad placements in 

the Lomotif app and on Lomotif websites based on traffic, views, and impressions.”  

48. However, as Farnsworth knew or recklessly disregarded, there were not sufficient 

Lomotif users to yield material advertising revenue. 

49. Farnsworth reviewed and approved the statements contained in the Forms 10-Q 

for the second and third quarters of 2022.  

50. On April 17, 2023, at Farnsworth’s direction, the Executive Chairman of Vinco 

issued a letter to shareholders that was attached to a Form 8-K that Vinco filed with the 

Commission.  Farnsworth drafted, reviewed, and approved the April 17, 2023 shareholder letter.  

51. The letter described Lomotif and AdRizer as if they were operational synergetic 

businesses and described how Vinco planned to integrate assets from an upcoming acquisition 

“into the Vinco system” to “boost revenue and profitability” at Lomotif and AdRizer, among 

other companies.  

52. On or about April 25, 2023, Vinco’s board of directors issued a second letter to 

shareholders, which was attached to a Form 8-K that Vinco filed with the Commission.  

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Farnsworth reviewed, and approved the April 25, 2023 shareholder letter.   

53. The letter stated that “Vinco is shifting its focus from addressing legacy 

challenges to executing against future growth.”   

54. Contrary to statements in the Forms 10-Q for the second and third quarters of 

2022 and the April 17, 2023 and April 25, 2023 letters to shareholders describing Lomotif and 

AdRizer as if they were actively operating companies, both companies had, by the time of these 

statements, ceased normal operations due to insufficient funding.   

55. At the time the Form 10-Q for the third quarter 2022 was filed, Farnsworth knew 

that Vinco was still experiencing “legacy challenges” including that both Lomotif and AdRizer 

did not have sufficient funding to operate and, as a result, could not monetize the new content. 

56. Since approximately February 2021, Lomotif had been operating solely through 

cash infusions from Vinco.  However, by at least February 2023, Vinco no longer had the means 

to fund Lomotif’s business, and Lomotif was preparing to shut down operations completely.   

57. Indeed, by at least February 2023, Farnsworth had directed Vinco’s personnel to 

instruct Lomotif to eliminate cash consumption and to pay only those bills that would forestall 

the app’s feed from being cut or would change the look of the app, which a Vinco executive 

referred to as the “shareholder forward-facing part of the app.”   

58. By early April 2023, all of Lomotif’s employees had been furloughed with the 

exception of three engineers who were working at reduced capacities and who—consistent with 

Farnsworth’s instructions—were only focused on keeping the app feed and view operational.  All 

functions deemed “not essential” were cut, including content moderation, user support, app 

updates, and bug fixes. 

59. Farnsworth knew or was reckless in not knowing that AdRizer was also 

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experiencing significant financial challenges by January 2023, including because Vinco had 

failed to provide promised working capital for AdRizer’s operations.  Instead, Vinco directed 

AdRizer to wire money to fund Vinco’s own bank accounts in December 2022 and April 2023.   

60. Farnsworth also knew that by no later than February 2023, AdRizer personnel, 

including its CEO, expressed concerns about Vinco’s financial condition and ability to fund 

AdRizer.   

61. AdRizer’s CFO resigned in March 2023, and in early April 2023 AdRizer’s CEO 

expressed his intent to resign given, among other things, that the company did not have the 

necessary money to operate the business and that Vinco had control over AdRizer’s bank 

account.   

62. At the time of the April 25, 2023 shareholder letter, Farnsworth also knew that 

Lomotif was not developing the means to monetize the content creation and streaming 

capabilities of the Lomotif platform; to the contrary, Lomotif had furloughed nearly all of its 

employees and suspended some of the app’s most important functions due to insufficient 

funding. 

V. FARNSWORTH PROFITS FROM HIS FRAUD WHILE INVESTORS INCUR 
LOSSES. 

63. Throughout the Relevant Period, Farnsworth used his control over Vinco to direct 

payments to benefit himself and other companies that he controlled. 

64. For example, Vinco made millions of dollars in purported “business” loans to 

entities controlled by Farnsworth, which Farnsworth had no intention of repaying. 

65. Vinco later recorded an allowance for loan losses after determining that certain of 

the loans to Farnsworth’s entities were not recoverable and were unlikely to be repaid. 

66. Farnsworth also received salaries, fees and commissions and “reimbursements” of 

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personal expenses from Vinco that were disguised as business expenses.   

67. For example, in or around February 2022, an entity that Farnsworth controlled 

received a payment of millions of dollars in connection with Vinco’s acquisition of AdRizer.   

68. Farnsworth used this money to pay for, among other things, personal expenses, 

including travel expenses, luxury vehicles, and home renovations. 

69. Additionally, beginning in December 2022, Vinco paid Farnsworth an annual 

salary of $340,000 as its Chief Strategy Officer, making Farnsworth one of Vinco’s most highly 

compensated executives. 

70. Although Vinco identified in its Commission filings that Farnsworth held certain 

roles with entities affiliated with Vinco, the filings did not identify Farnsworth’s role as Chief 

Strategy Officer of Vinco itself, nor did they disclose the value of all the payments that Vinco 

made to Farnsworth, whether directly or indirectly through persons and entities controlled by 

Farnsworth. 

71. Meanwhile, Vinco investors incurred substantial losses.  The planned merger 

between Vinco and Zash never closed and, as of the date of this Complaint, the company’s stock 

is trading at a fraction of a penny per share. 

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

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

paragraphs 1 through 71. 

73. Defendant, directly or indirectly, singly or in concert, 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, (1) knowingly or recklessly has employed one or more devices, 

schemes, or artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or 

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 14 

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 has engaged in 

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

fraud or deceit upon the purchaser. 

74. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)]. 

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

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

paragraphs 1 through 71. 

76. Defendant, directly or indirectly, singly or in concert, 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 has (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. 

77. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, 

has 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]. 

 

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 15 

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 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)] and Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

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)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

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)]; and 

V. 

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

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JURY DEMAND 

 The Commission demands a trial by jury.  

 
 
Dated: New York, New York 

December 23, 2024 
 

/s/ Antonia M. Apps                             
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Thomas P. Smith, Jr. 
Alison T. Conn 
Travis Hill 
Elizabeth Butler 
Tiantong Wen 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-9135 (Hill) 
[email protected]  
 
 
 
 

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mailto:[email protected]

	antonia M. apps
	Regional Director
	Thomas P. Smith, Jr.
	Alison T. Conn
	Travis Hill
	Elizabeth Butler
	Tiantong Wen
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	(212) 336-9135(Hill)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendant Theodore J. Farnsworth (“Farnsworth” or “Defendant”), alleges as follows:
	SUMMARY
	1. From at least January 2021 to April 2023 (the “Relevant Period”), Farnsworth defrauded the investing public through material misrepresentations concerning Vinco Ventures, Inc. (“Vinco”), a public company that Farnsworth secretly controlled.
	2. In January 2021, Vinco and another Farnsworth-controlled entity, Zash Global Media & Entertainment Corporation (“Zash”), announced that they had entered into a merger agreement to “creat[e] exciting acceleration and growth in live-streaming content...
	3. But that was false.  In fact, both of the advertised pillars of the Vinco ecosystem were nonexistent because Vinco did not have a proprietary platform and Zash lacked the claimed analytics and distribution technology.
	4. During the Relevant Period, Farnsworth made numerous similar misrepresentations concerning the purported Vinco ecosystem in press releases, Vinco’s filings with the Commission, and media appearances.
	5. Farnsworth also made, authorized, and/or disseminated false or misleading statements concerning the operations of two affiliated companies that formed critical components of the purported Vinco ecosystem—Lomotif Private Limited (“Lomotif”) and AdRi...
	6. Farnsworth also misled investors by concealing that he controlled Vinco, including by acting through officers and directors he handpicked to carry out his directives.
	7. During the Relevant Period, Vinco raised over $120 million through securities offerings, while Farnsworth extracted millions of dollars from the company in financial benefits for himself.
	8. Since peaking at a price of $12.49 per share in September 2021, Vinco’s stock price has dwindled to just fractions of a penny, leaving investors with substantial financial losses.
	VIOLATIONS
	9. By virtue of the foregoing conduct and as alleged further herein, Defendant has violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [...
	10. Unless Defendant is 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
	11. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
	12. 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
	13. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
	14. 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.
	15. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendant transacted business in the Southern District of New York and certain of the acts, practices, transaction...
	DEFENDANT
	16. Farnsworth, age 62, was the co-founder, chairman, and controlling stockholder of Zash and a member of the Board of Managers of ZVV Media Partners LLC (“ZVV”), and briefly served as the co-CEO of Vinco.  During the Relevant Period, Farnsworth contr...
	OTHER RELEVANT ENTITIES
	17. Vinco is a Nevada corporation formed in 2017, which is currently in default status with the Nevada Secretary of State.  During the Relevant Period, Vinco had an office in East Syracuse, New York.  Vinco’s common stock is registered with the Commis...
	18. Zash is a Delaware corporation headquartered in East Syracuse, New York.  Farnsworth founded Zash in or around December 2020 and has controlled the company since that time as Chairman of the Board of Directors.  During the Relevant Period, Zash de...
	19. In or around December 2020, Farnsworth formed Zash to serve as a holding company for media assets he planned to acquire in an attempt to create a “disruptive” media and entertainment business.
	20. In December 2020, Farnsworth knew that the Department of Justice and the Commission were conducting investigations concerning his conduct at HMNY/MoviePass.
	21. Farnsworth purportedly intended to merge Vinco, a public company, into Zash, with Zash as the surviving entity.
	22. One way that Farnsworth assumed control over Vinco was by installing as executives and directors of the company certain individuals with whom he had close personal and/or professional relationships.
	23. For example, no later than September 2021, Farnsworth had selected as Vinco’s Executive Chairman a person with whom he has had a decades-long personal and professional relationship, who relied on Farnsworth financially, and who Farnsworth understo...
	24. Farnsworth did not take a public-facing role at Vinco himself because he knew that the Department of Justice and the Commission were already investigating his conduct in connection with HMNY/MoviePass and he did not want them to train their sights...
	25. Once Farnsworth had been publicly charged by the Commission and criminal authorities , he understood that disclosing that he was controlling Vinco would make the company less attractive to investors.
	26. Accordingly, in its filings, Vinco identified Farnsworth’s hand-selected individuals along with others, as the executives who were running Vinco.0F
	27. These filings were materially false or misleading because, in fact, Farnsworth ran Vinco by issuing instructions to the nominal executives.
	28. Farnsworth also generally controlled Vinco’s statements to the public, including in press releases that were attached to the company’s filings with the Commission.
	29. On January 21, 2021, Vinco and Zash issued a joint press release announcing that they had executed an Agreement to Complete a Plan of Merger, and that Vinco and Zash had created a joint venture, ZVV, to pool certain assets in advance of the merger...
	30. According to the January 2021 press release, the merger would combine Vinco’s proprietary platform with Zash’s state-of-the-art analytics and distribution technology to create an ecosystem of companies that would produce, distribute, and monetize ...
	31. In fact, however, this statement was false or misleading because the companies lacked both the proprietary platform and the analytics and distribution technology that were described as bases for the supposedly monetizable Vinco ecosystem.
	32. By virtue of his roles at and involvement in the entities and their transactions/acquisitions, Farnsworth knew or recklessly disregarded that the companies did not have any proprietary platforms or state-of-the-art technology.
	33. On February 23, 2021, Vinco and Zash issued a joint press release, which Farnsworth drafted, reviewed, and approved, announcing that Zash would acquire a majority controlling interest in Lomotif (the “February 2021 Press Release”).
	34. On July 23, 2021, Vinco and Zash issued a joint press release announcing the completion of Zash’s acquisition of Lomotif, a Singapore entity that purported to be a video-sharing social networking platform (the “July 2021 Press Release”).  Farnswor...
	35. On or about August 20, 2021, Farnsworth took part in a recorded interview, published on an online media outlet, during which Farnsworth made statements concerning the growth of Lomotif’s user base (the “August 2021 Interview”).
	36. The February 2021 Press Release, July 2021 Press Release, and August 2021 Interview all contained materially false or misleading statements.
	37. For example, in the February 2021 Press Release, Farnsworth praised Lomotif as “the key piece of the ZASH strategy to merge the best-in-class media, entertainment and content-focused technology companies,” and he described Lomotif as a platform wi...
	38. However, Farnsworth’s statement that the Lomotif app was “best-in-class” was, at minimum, misleading because, as Farnsworth was aware, the app had received predominantly bad reviews and low ratings from users.
	39. Additionally, the February 2021 Press Release stated, “ZASH believes that Lomotif is one of the fastest growing video-sharing social networking platforms in its category over the last three years and in Asia, Europe and South America, Lomotif has ...
	40. In fact, contrary to these representations, as of February 2021, Lomotif’s user base was not experiencing a period of protracted growth, but rather was in a period of decline.
	41. Farnsworth knew or was reckless in not knowing that Lomotif’s user base was declining, because he had received information concerning Lomotif’s internal user base in connection with the acquisition of Lomotif.  He also knew that the user base was ...
	42. The July 2021 Press Release falsely touted that Lomotif had “tens of millions of monthly users . . . and over 31 million on-platform monthly active users.”  In fact, the actual number of users was far less.
	43. During the August 2021 Interview, Farnsworth again touted Lomotif’s growing user base, falsely stating that Lomotif’s MAUs had more than doubled since Vinco took over and were growing every month, and that Vinco/Zash were “knocking it out of the p...
	44. Farnsworth knew or was reckless in not knowing that the statements concerning the growing user base in the July 2021 Press Release and the August 2021 Interview were false or misleading because of his familiarity with Lomotif’s internal data on us...
	45. On October 7, 2021, Vinco and Zash issued a joint press release announcing that their joint venture, ZVV, had signed a binding letter of intent to acquire AdRizer, a social media advertising company (the “October 2021 Press Release”).  The press r...
	46. Both AdRizer and Lomotif were key pieces in the Vinco ecosystem that Farnsworth promised Vinco investors.
	47. Consistent with this narrative, Vinco’s Forms 10-Q for the second and third quarters of 2022, filed in February and April 2023, respectively, continued to reference Vinco’s “strategy” to “expand[ ] Lomotif’s reach” and stated that Vinco was “devel...
	48. However, as Farnsworth knew or recklessly disregarded, there were not sufficient Lomotif users to yield material advertising revenue.
	49. Farnsworth reviewed and approved the statements contained in the Forms 10-Q for the second and third quarters of 2022.
	50. On April 17, 2023, at Farnsworth’s direction, the Executive Chairman of Vinco issued a letter to shareholders that was attached to a Form 8-K that Vinco filed with the Commission.  Farnsworth drafted, reviewed, and approved the April 17, 2023 shar...
	51. The letter described Lomotif and AdRizer as if they were operational synergetic businesses and described how Vinco planned to integrate assets from an upcoming acquisition “into the Vinco system” to “boost revenue and profitability” at Lomotif and...
	52. On or about April 25, 2023, Vinco’s board of directors issued a second letter to shareholders, which was attached to a Form 8-K that Vinco filed with the Commission.  Farnsworth reviewed, and approved the April 25, 2023 shareholder letter.
	53. The letter stated that “Vinco is shifting its focus from addressing legacy challenges to executing against future growth.”
	54. Contrary to statements in the Forms 10-Q for the second and third quarters of 2022 and the April 17, 2023 and April 25, 2023 letters to shareholders describing Lomotif and AdRizer as if they were actively operating companies, both companies had, b...
	55. At the time the Form 10-Q for the third quarter 2022 was filed, Farnsworth knew that Vinco was still experiencing “legacy challenges” including that both Lomotif and AdRizer did not have sufficient funding to operate and, as a result, could not mo...
	56. Since approximately February 2021, Lomotif had been operating solely through cash infusions from Vinco.  However, by at least February 2023, Vinco no longer had the means to fund Lomotif’s business, and Lomotif was preparing to shut down operation...
	57. Indeed, by at least February 2023, Farnsworth had directed Vinco’s personnel to instruct Lomotif to eliminate cash consumption and to pay only those bills that would forestall the app’s feed from being cut or would change the look of the app, whic...
	58. By early April 2023, all of Lomotif’s employees had been furloughed with the exception of three engineers who were working at reduced capacities and who—consistent with Farnsworth’s instructions—were only focused on keeping the app feed and view o...
	59. Farnsworth knew or was reckless in not knowing that AdRizer was also experiencing significant financial challenges by January 2023, including because Vinco had failed to provide promised working capital for AdRizer’s operations.  Instead, Vinco di...
	60. Farnsworth also knew that by no later than February 2023, AdRizer personnel, including its CEO, expressed concerns about Vinco’s financial condition and ability to fund AdRizer.
	61. AdRizer’s CFO resigned in March 2023, and in early April 2023 AdRizer’s CEO expressed his intent to resign given, among other things, that the company did not have the necessary money to operate the business and that Vinco had control over AdRizer...
	62. At the time of the April 25, 2023 shareholder letter, Farnsworth also knew that Lomotif was not developing the means to monetize the content creation and streaming capabilities of the Lomotif platform; to the contrary, Lomotif had furloughed nearl...
	63. Throughout the Relevant Period, Farnsworth used his control over Vinco to direct payments to benefit himself and other companies that he controlled.
	66. Farnsworth also received salaries, fees and commissions and “reimbursements” of personal expenses from Vinco that were disguised as business expenses.
	67. For example, in or around February 2022, an entity that Farnsworth controlled received a payment of millions of dollars in connection with Vinco’s acquisition of AdRizer.
	68. Farnsworth used this money to pay for, among other things, personal expenses, including travel expenses, luxury vehicles, and home renovations.
	69. Additionally, beginning in December 2022, Vinco paid Farnsworth an annual salary of $340,000 as its Chief Strategy Officer, making Farnsworth one of Vinco’s most highly compensated executives.
	70. Although Vinco identified in its Commission filings that Farnsworth held certain roles with entities affiliated with Vinco, the filings did not identify Farnsworth’s role as Chief Strategy Officer of Vinco itself, nor did they disclose the value o...
	71. Meanwhile, Vinco investors incurred substantial losses.  The planned merger between Vinco and Zash never closed and, as of the date of this Complaint, the company’s stock is trading at a fraction of a penny per share.
	Violations of Securities Act Section 17(a)
	72. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 71.
	73. Defendant, directly or indirectly, singly or in concert, 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, (1) knowingly or recklessly has employed...
	74. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 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
	75. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 71.
	76. Defendant, directly or indirectly, singly or in concert, 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, ...
	77. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 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].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Thomas P. Smith, Jr.
	Alison T. Conn
	Travis Hill
	Elizabeth Butler
	Tiantong Wen
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	(212) 336-9135 (Hill)
	[email protected]