SEC v. David Banister; and The Market Analysts Group, LLC, No. 1:24-cv-09308, Southern District of New York (Dec. 10, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Michael D. Paley
Paul G. Gizzi
Jessica Quinn
Laura Yeu
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
212-336-0077 (Gizzi)
Email: [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

DAVID BANISTER and THE MARKET
ANALYSTS GROUP, LLC,

                                             Defendants.

COMPLAINT

24 Civ. _____ (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants David Banister (“Banister”) and The Market Analysts Group, LLC (“Market
Analysts” and, together with Banister, “Defendants”), alleges as follows:
SUMMARY
1. Between December 2020 and March 2021 (the “Relevant Period”), Defendants
Banister and Market Analysts—Banister’s wholly owned business—engaged in a fraudulent
scheme to manipulate the stock of a public company, BioVie Inc. (“BioVie”). Defendants

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promoted BioVie to investors—encouraging them to buy and hold the stock—while concealing
Banister’s plans to sell his own BioVie shares.
2. Defendants perpetrated this scheme through subscription-based stock advisory
services that they owned and controlled, as well as postings on an investment-focused social
media platform on which Defendants had more than 60,000 followers.
3. In recommending BioVie stock to investors, Defendants touted recent increases in
trading volume while failing to disclose that such spikes were driven in significant part by
Banister’s own purchases. Banister’s trading activity created an artificial appearance of increased
market demand for BioVie stock, which Defendants could then highlight to encourage investors
to buy BioVie, while at the same time secretly planning to sell Banister’s shares.
4. As of a result of Defendants’ scheme, Banister pocketed net profits totaling
approximately $1.37 million from his sales of BioVie stock in the Relevant Period. Meanwhile,
Defendants’ scheme harmed other BioVie investors who paid inflated prices for their shares
and/or suffered trading losses after buying the stock following Defendants’ misleading
recommendations.
VIOLATIONS
5. By virtue of the foregoing conduct and as alleged further herein: (i) Defendants
Banister and Market Analysts have violated Section 17(a)(1) and (3) of the Securities Act of
1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (3)], 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], and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940
(“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and (2)]; and (ii) Banister has also violated Section
17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)] and Section 9(a) of the Exchange Act [15

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U.S.C. § 78i(a)].
6. Unless Defendants are restrained and enjoined, they 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
7. 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)], Exchange Act Section
21(d) [15 U.S.C. § 78u(d)], and Advisers Act Sections 209(d) and 209(e) [15 U.S.C. §§ 80b-9(d)
and 80b-9(e)].
8. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they 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
Defendants 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)], and Advisers Act Section
209(e) [15 U.S.C. § 80b-9(e)]; and (d) ordering any other and further relief the Court may deem
just and proper.
JURISDICTION AND VENUE
9. 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], and Advisers Act
Section 214 [15 U.S.C. § 80b-14].
10. Defendants, directly and indirectly, have made use of the means or

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instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
11. 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], and Advisers Act Section 214 [15 U.S.C. § 80b-
14]. Certain of the acts, practices, transactions, and courses of business alleged in this Complaint
occurred within this District. For instance, multiple investors residing within this District
purchased BioVie stock during the Relevant Period and, in at least one case, did so after
receiving Defendants’ recommendation. Additionally, BioVie stock trades on the Nasdaq
exchange located within this District.
DEFENDANTS
12. Banister, age 59, is a resident of Middletown, Rhode Island. Banister is the
founder and sole owner and employee of Market Analysts, where he holds the title of Chief
Strategist. Through Market Analysts, Banister operates paid subscription services that provide
advice to subscribers about investments. During the Relevant Period, Banister also used the
handle “@StockReversals” to regularly post messages on behalf of Market Analysts on
Stocktwits, an investment-focused social media platform, where he had more than 60,000
followers.
13. From 2000 to 2009, Banister worked as a registered representative for at least four
different brokerage firms and held various securities industry licenses, including Series 7
(registered representative), Series 63 (Uniform Securities Agent State Law), and Series 66
(Uniform Combined State Law). According to Banister’s LinkedIn profile, he also previously
formed an investment advisory business.
14. Market Analysts is a Delaware limited liability company headquartered in

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Middletown, Rhode Island, which Banister formed in 2009, and owned and controlled at all
relevant times. Market Analysts holds itself out as “[p]roviding market beating online-
subscription based Advisory Services for Active Investors and Traders.” Market Analysts offers
several paid subscription services, including, as relevant here, Tipping Point Stocks and Stock
Reversals Premium (together with Tipping Point Stocks, the “Subscription Services”). The
Subscription Services promised either “24/7” or “24/5” access to Banister, as Market Analysts’
Chief Strategist. Market Analysts has never been registered with the Commission in any
capacity.
RELEVANT PUBLIC COMPANY
15. BioVie is a Nevada corporation headquartered in Carson City, Nevada. BioVie’s
shares trade on the Nasdaq exchange under the ticker symbol BIVI. According to its filings with
the Commission, during the Relevant Period BioVie purported to be a clinical-stage company
developing innovative drug therapies for the treatment of neurological and neurodegenerative
disorders and advanced liver disease. BioVie has a class of securities registered under Exchange
Act Section 12(b) [15 U.S.C. § 78l(g)].
1

FAC TS
I. Background

A. Market Analysts’ Subscription Services

16. Defendants owned and controlled the Subscription Services and used them to
carry out their fraudulent scheme.
17. During the Relevant Period, the Subscription Services together had hundreds of

1
 BioVie’s Chairman and CEO during the Relevant Period, Terren Peizer, was convicted in June 2024 for
insider trading in 2021 involving Ontrak Inc., a different public company for which he was then also serving as
Chairman and CEO. United States v. Terren Peizer, 23-cr-89(A)-DSF (C.D. Cal.).

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paid subscribers.
18. The Subscription Services provided paid subscribers with reports containing
investment advice, email and text alerts containing recommendations to buy or sell stocks, and
research on recommended positions.
19. For example, as alleged in detail below, Defendants issued two research reports—
one in December 2020 and a second in January 2021—in which they recommended that
subscribers buy and hold BioVie stock.
20. In addition to sending routine emails and text messages to subscribers, Defendants
sometimes distributed messages to their subscriber lists in response to specific market events. At
times, Banister also communicated with individual subscribers about prospective investments.
21. On Market Analysts’ website, Defendants held out Tipping Point Stocks as
providing “long-term growth stock research reports and advisory service[s].”
22. Tipping Point Stocks’ website also stated, “Our goal is to enter [the
recommended] stocks and hold them for 9-18 months prior to the public becoming fully aware of
their dynamics and potential.”
23. Defendants claimed on Tipping Point Stocks’ website to limit the number of
subscribers, thereby lending it an additional air of exclusivity.
24. Defendants held out Stock Reversals Premium on its website as a “Swing Trading
and Market Forecasting Service.” Defendants defined swing trading as “not Day Trading nor
Long Term Investing, its [sic] exploiting a 1 day to as many as 4-8 weeks trend for profits.”
25. Stock Reversals Premium’s website also described Banister, the “Chief
Strategist,” as “one of the top market forecasters in the world.” The website stated that this
expertise gave subscribers a “near unfair advantage for swing trading and market knowledge.”

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B. Investment Advisers

26. An investment adviser, under the Advisers Act, includes any person who, for
compensation, engages in the business of advising others about investing in securities or the
value of securities, or who, for compensation and as part of a regular business, issues or
promulgates analyses or reports concerning these securities.
27. An investment adviser owes a fiduciary duty to clients. This duty includes an
affirmative duty of utmost good faith and a duty to act in the best interest of clients, as well as an
obligation to provide full and fair disclosure of all material facts and to employ reasonable care
to avoid misleading clients.
28. Defendants acted as investment advisers, because they engaged in the business of
advising their subscribers about investing in stocks and the value of those stocks in exchange for
subscription fees and because they issued analyses and reports concerning investing in stocks
and the value of stocks for such fees and as part of their regular business through the
Subscription Services.
29. Defendants also held themselves out as investment advisers. For example,
Defendants issued reports in which they referred to their stock recommendations as investment
advice, and Market Analysts’ website marketed its provision of subscription-based “Advisory
Services.”
30. The Advisers Act excludes from the definition of an investment adviser a
publisher of any bona fide newspaper, news magazine, or business or financial publication of
general and regular circulation (the “Publisher’s Exclusion”). To qualify for the Publisher’s
Exclusion, the publication must be: (1) of a general and impersonal nature, in that the advice
provided is not adapted to any specific portfolio or any client’s particular needs; (2) “bona fide”
or genuine, in that it contains disinterested commentary and analysis as opposed to promotional

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material; and (3) of general and regular circulation, in that it is not timed to specific market
activity or to events affecting, or having the ability to affect, the securities industry.
31. During the Relevant Period, Defendants did not qualify for the Publisher’s
Exclusion.
32. For example, Defendants alerted subscribers by text and email sporadically in
response to market events and, through the different Subscription Services, provided advice that
was tailored to the specific trading strategies of groups of investors and, in some cases, timed
around Banister’s own trading.
33. Additionally, the websites for Market Analysts and the Subscription Services, as
well as certain emails sent on their behalf, contained boilerplate disclaimers purporting that the
material therein did not constitute investment advice. However, boilerplate disclaimers denying
the provision of investment advice do not change the determination of whether a person is an
investment adviser when, as here, the materials at issue in fact provided investment advice.
II. Defendants Manipulated the Market for BioVie Stock in December 2020.

34. From December 10 to December 14, 2020, Defendants engaged in a scheme to
manipulate the market for BioVie stock.
35. Pursuant to the scheme, (1) Banister purchased a large amount of BioVie stock,
creating the appearance of an active market for BioVie; (2) Banister entered orders intended to
increase or support the share price; (3) Defendants issued a “research report” urging subscribers
to buy and hold BioVie stock, while concealing that the recent volume increase was partly the
result of Banister’s own purchases and that Banister intended to sell his shares; and (4) Banister
sold his BioVie shares for a profit, after the price of BioVie stock increased.

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A. Banister Purchased a Large Amount of BioVie Stock to Send a False Signal
of Market Demand.

36. From at least the time BioVie stock began trading on the Nasdaq exchange on
September 18, 2020, through December 9, 2020, the stock was thinly traded, with an average
daily volume of only 38,294 shares.
37. Between December 1 and December 9, 2020, BioVie’s trading volume averaged
only 14,266 shares per day.
38. As Banister later observed in a report sent to Tipping Point Stocks subscribers on
December 14, 2020, there was “little float for trading” BioVie stock, a reference to the relatively
few shares that could be freely traded.
39. Accordingly, Banister knew that BioVie stock was thinly traded at that time.
40. Starting on December 10, and continuing over three trading days until December
14, 2020, Banister purchased a total of 89,585 BioVie shares for approximately $906,828.
41. As of December 14, 2020, BioVie shares constituted a large majority by dollar
amount of Banister’s stock holdings.
42. In the three trading days between December 10 and December 14, 2020, Banister
purchased more BioVie shares than the total trading volume for BioVie stock in all six trading
days preceding December 10 combined.
43. Banister’s purchases also constituted a substantial proportion of BioVie’s daily
trading volume between December 10 and December 14, 2020.
44. For example, Banister’s purchases accounted for approximately 26% of BioVie’s
trading volume on December 10, 2020, 24% of the trading volume on December 11, 2020, and
9% of the trading volume on December 14, 2020.
45. In addition, on December 10, 2020, Banister placed limit orders to buy 15,500

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shares of BioVie at prices exceeding the lowest asking price in the market.
46. In the case of a purchase, a limit order is an order to buy a stock at any price up to
a specific price per share designated by the purchaser.
47. Thus, by placing limit orders above the lowest asking price in the market,
Banister was offering to purchase BioVie stock at a higher price than what sellers were asking.
48. For example, one of Banister’s limit orders on December 10, 2020, was to buy
7,400 shares at a price of up to $9.75. At that time, the lowest or best asking price by a seller was
$9.70, so Banister was willing to pay more than what the seller was charging.
49. Similarly, the highest or best bid, before Banister’s order, was only $9.57. Thus,
Banister was willing to pay more than other prospective purchasers.
50. Banister had access to the best bid and ask quotes for securities through his
brokerage account when he traded BioVie.
51. Placing a buy limit order above the lowest ask and highest bid in the market, as
Banister did with respect to BioVie stock on December 10, 2020, generally sends a signal that
there is greater demand for the applicable stock and that buyers are willing to purchase shares at
a higher price, potentially moving the price upwards.
52. In the case of BioVie, the closing share price increased from $8.55 on December
9, 2020, to $9.76 on December 10, 2020.
53. Between December 10 and 14, 2020, in addition to placing limit orders, Banister
placed market orders to buy BioVie stock, which are immediately executed at the best available
price.
54. For example, during the last ten minutes of trading on December 14, 2020—
shortly before Defendants issued their first report encouraging investors to buy BioVie stock—

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Banister submitted 21 market buy orders for an aggregate 5,250 shares of BioVie, accounting for
nearly half the stock’s trading volume in that period.
55. Driving up the trading volume of BioVie stock provided Defendants with an
important metric to cite when recommending BioVie stock to investors.
56. As of the market close on December 14, 2020, the BioVie share price had
increased to $12, up from $10.30 the prior trading day and representing the third consecutive day
of price increases.
B. Defendants Issued a Misleading “Research” Report Recommending that
Investors Buy and Hold BioVie Stock.

57. Just hours after the market closed on December 14, 2020, Banister, on behalf of
Market Analysts, emailed a “Buy Research Report” (the “First Buy Report”) to Tipping Point
Stocks subscribers.
58. Defendants determined the content of the First Buy Report and the accompanying
email.
59. Pursuant to the First Buy Report and the accompanying email, Defendants
recommended that subscribers buy BioVie stock and—by assigning it high target share prices
over a 36-month period—Defendants suggested, in effect, that subscribers should continue to
hold BioVie stock for an extended period.
60. Under the heading “Investing Advice,” the First Buy Report stated, “We can buy
this up to $13 . . . ,” i.e., one dollar above the $12 closing price as of December 14, 2020.
61. The First Buy Report also identified target share prices of $25-$50 in 3-12
months, $50-$100 in 24 months, and “as high as [$]200” in 36 months.
62. The First Buy Report further described BioVie stock as a “Tipping Point Stock,”
an expression that, according to the Tipping Point Stocks website, refers to a “company about to

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be discovered by the crowd of Investors” and likely to experience a “breakout in share price and
valuation.” In other words, describing BioVie stock as a “Tipping Point Stock” signified that its
price was purportedly about to surge.
63. Defendants’ First Buy Report specifically cited the trading “[v]olume coming in
over the last few weeks” as a basis for their “[i]nvesting [a]dvice” to buy BioVie stock.
64. As Defendants knew or recklessly disregarded, by virtue of Banister’s own
trading, that increase in trading volume was due in significant part to Banister’s purchases. But
Defendants failed to disclose in the First Buy Report that the spike in volume they highlighted
was partly the result of Banister’s own trading activity over the preceding several days.
65. While recommending that investors buy and hold BioVie stock, Defendants also
failed to disclose that Banister imminently planned to sell his own BioVie shares.
66. To the contrary, the statement in the First Buy Report that “[w]e can buy this up
to $13” suggested that Defendants would potentially be purchasing additional BioVie shares,
which was, at minimum, misleading, because Banister planned to sell his shares imminently.
67. The email transmitting the First Buy Report to subscribers contained a boilerplate
disclaimer stating, “We may buy sell or hold or trade around any securities mentioned at any
time without prior notice.”
68. This, too, was misleading because Banister had, in fact, already decided to sell his
shares, as reflected in the timing of his sales the very next day after issuing the First Buy Report,
as discussed below.
69. On December 15, 2020, the day after the First Buy Report was issued,
approximately 40 Tipping Point Stocks subscribers purchased BioVie stock for the first time.
70. Between December 15 and 17, 2020, the purchases of BioVie stock by

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Defendants’ subscribers constituted a significant fraction of the trading volume.
71. To date, at least some of the subscribers who purchased BioVie stock after
receiving the First Buy Report have incurred realized and unrealized losses on their investments.
72. BioVie shares closed on December 15, 2020, at a price of $13.19, up from $8.55
on December 9, 2020, before Banister’s December 10-14 trading activity and Defendants’
dissemination of the First Buy Report.
73. Banister’s conduct contributed to this price increase.
C. Banister Secretly Sold His BioVie Shares.
74. On December 15, 2020, Banister sold 43,485 BioVie shares, about half of his
BioVie stock holdings, for a profit of about $88,000, as calculated using the first in, first out
(“FIFO”) method.
2

75. These sales contradicted Defendants’ advice to investors in the First Buy Report.
76. The increased demand for BioVie stock resulting from Defendants’ First Buy
Report enabled Banister to sell this large number of shares at a profit.
III. Defendants Repeated Their Manipulative Conduct.

77. From December 16, 2020 through March 8, 2021, Defendants urged their Tipping
Point Stocks and Stock Reversals Premium subscribers, as well as Banister’s followers on
Stocktwits, to buy and hold BioVie stock, while failing to disclose that Banister was personally
engaged in trading activity contrary to Defendants’ advice.
78. In fact, as set forth in more detail below, Defendants provided false assurances
that they were similarly buying and holding BioVie stock when Banister was actually planning to

2
 As applicable here, FIFO is an accounting method pursuant to which securities are
presumed to be sold following the same order in which they are bought.

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do, or already doing, the opposite.
A. Banister Accumulated Large Amounts of BioVie Stock to Drive Up Trading
Volume and “Prime” the Market for His Illicit Sales.
79. From December 17, 2020 to January 4, 2021, Banister purchased 49,070 shares of
BioVie for approximately $735,000.
80. Banister’s trading accounted for a significant proportion of the trading volume for
BioVie stock during this period, including especially for the three-day period from December 28
through December 30, 2020, when Banister’s purchase of 27,836 shares represented about 22%
of the total trading volume.
81. These purchases created the appearance of a more active market for BioVie stock.
B. Defendants Issued Another Purported “Research” Report.
82. Around mid-day on January 4, 2021—minutes after Banister bought 8,450 shares
of BioVie, his last purchase of the day — Defendants emailed a purportedly independent
“research” report about BioVie (the “Second Buy Report”) to Stock Reversal Premium
subscribers.
83. Defendants determined the content of the Second Buy Report and the
accompanying email.
84. Like the First Buy Report, the Second Buy Report recommended that investors
buy and hold BioVie stock, advising that it was a “good time to work on accumulation [of
BioVie shares] for long term investors only.”
85. In the email transmitting the Second Buy Report to Stock Reversals Premium
subscribers, Defendants stated that the recommendation was a “LONG TERM buy and hold
play” and “NOT a swing trade,” thereby distinguishing it from other Stock Reversals Premium
recommendations.

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86. The email also advised investors to “spend a few days if necessary accumulating
[BioVie shares] between [$]15.50-18 area,” but to “[o]nly buy if you can be patient for the
potential big gains and hold for 12 months,” and repeated, “12 month plus holding period highly
advised.”
87. Similarly, the Second Buy Report itself advised investors that it was a “good time
to accumulate [BioVie shares] from $15.50-$18 ranges with [a] 12 month plus holding period,”
but to “[o]nly buy if you can be patient for the potential big gains,” and that “[y]ou must have a
12 month horizon plus.”
88. The Second Buy Report also identified target share prices of “$25-$50 or
upwards” in 30-90 days and “in the $70 area possibly” by year-end.
89. By comparison, BioVie’s intra-day high price on December 31, 2020, the last day
of trading before the issuance of the Second Buy Report, was $17.60.
90. While recommending that investors buy and hold BioVie shares, the Second Buy
Report failed to disclose that Banister planned to sell his own shares.
91. The email transmitting the Second Buy Report to subscribers contained a
boilerplate disclaimer that the Stock Reversals Premium team “may buy sell or hold or trade
around any securities mentioned at any time without prior notice.”
92. This was misleading because Banister was already planning to sell his BioVie
shares, and in fact began doing so approximately 30 minutes after Defendants issued the Second
Buy Report, as discussed further below.
93. Between January 4 and January 5, 2021, approximately 50 subscribers of Stock
Reversals Premium and Tipping Point Stocks purchased BioVie for the first time. Subscriber
purchases accounted for a substantial portion of the stock’s trading volume.

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94. To date, at least some of these investors have incurred realized and unrealized
losses on their BioVie share purchases.
C. Defendants Recommended BioVie Stock on Stocktwits.
95. On January 5 and January 6, 2021, Defendants also recommended the purchase of
BioVie stock in posts on Stocktwits.
96. During the Relevant Period, Banister posted the Stocktwits messages on behalf of
Market Analysts, using the handle @StockReversals.
97. Defendants’ posts could be viewed by any Stocktwits user, including but not
limited to Banister’s more than 60,000 followers on the site.
98. Defendants’ posts purported that their subscribers had been accumulating BioVie
for weeks in anticipation of an upcoming rally in the company’s stock price.
99. Some of Defendants’ Stocktwits posts highlighted BioVie’s positive “long-term
goal” and “long-term plans here that people are not even looking at right now.”
100. While promoting BioVie stock on Stocktwits on January 5 and 6, 2021,
Defendants failed to disclose Banister’s plans to immediately sell his own shares.
101. Defendants posted positively about BioVie several times throughout the day on
January 5, 2021. In one of the posts, Banister stated: “$70 is my 12 month target.”
102. That day, BioVie’s stock price climbed more than 20% from the prior day’s
closing price to an intra-day high on January 5, 2021 of $21.31.
103. The issuance of the Second Buy Report and Defendants’ posts on Stocktwits
contributed to this inflation in BioVie’s stock price.
D. Banister Secretly Sold BioVie Stock, Contrary to Defendants’
Recommendations to Investors.

104. As he had done previously, Banister again capitalized on the price and volume

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surge that followed his BioVie stock purchases and advice to investors by selling additional
BioVie shares between January 4 and January 6, 2021.
105. As noted above, Defendants released the Second Buy Report at about noon on
January 4, 2021, advising investors to buy and hold BioVie stock.
106. But contrary to that advice, starting at 12:40 p.m. and throughout the afternoon of
January 4, 2021, Banister sold 8,800 of his BioVie shares.
107. Between January 5 and January 6, 2021, Banister sold an additional 22,200
shares, which Defendants failed to disclose while continuing to tout BioVie stock on Stocktwits,
108. Banister netted profits of approximately $244,000 from his sales of BioVie stock
between January 4 and January 6, 2021, as calculated using the FIFO method.
E. Defendants Misled Investors about Banister’s Trading Activity and Netted
$1 Million in Additional Profits.

109. As of the close of the market on January 6, 2021, Banister still owned 60,000
BioVie shares.
110. To support the market for BioVie shares in advance of, and during the period of,
Banister’s additional sales, Defendants continued to tout BioVie stock on Stocktwits through
early March 2021.
111. In a number of posts, Defendants encouraged investors to buy and hold BioVie
shares for the long term. As an illustrative example, on January 16, 2021, Banister posted, “This
is a hold for the next few years while the market cap goes through the roof in my opinion.”
Similarly, on January 17, 2021, Banister posted, “This is a buy-and-hold stock for long-term
potential massive wealth building. Traders not really going to do well here it’s a thin float you
have to hold it.”
112. Defendants falsely represented in some of the posts that they were purchasing

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BioVie shares when they were not.
113. For example, on January 19, 2021, Banister posted, “grabbed another 800 shares
at [$]37.55.”
114. On January 22, 2021, Banister posted, “adding [at] 33-34 [dollars per share] this
morning and I started at [$]8.50.”
115. On January 28, 2021, Banister posted, “I am still buying [BioVie].”
116. In fact, contrary to the foregoing statements, between January 5 and 28, 2021,
Defendants did not buy a single share of BioVie stock.
117. Defendants knew or recklessly disregarded that the January 19, January 22, and
January 28, 2021 Stocktwits posts were false by virtue of Banister’s familiarity with his own
trading activity.
118. Defendants also discouraged selling BioVie shares while concealing and, at times,
expressly denying Banister’s plans to do just that.
119. In a January 13, 2021, post on Stocktwits that claimed BioVie was an
“undervalued” opportunity for “long-term investors,” Banister falsely assured, “I’m not selling a
single share.”
120. On February 1, 2021, Banister posted on Stocktwits, “This is not a trading stock
as I’ve said since $12, BUY AND HOLD!”
121. On February 12, 2021, Defendants again discouraged selling BioVie stock with
the following Banister post on Stocktwits: “Stay long, dont [sic] get shaken out by scared money
on low volume.”
122. Defendants’ posts on Stocktwits were, at minimum, misleading because they
failed to disclose Banister’s intent to sell his own BioVie shares contrary to his advice to

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investors.
123. Indeed, on February 12, 2021, the very same day that Defendants warned
investors to “[s]tay long,” Banister himself sold 1,200 BioVie shares.
124. Banister sold another 3,400 shares of BioVie on February 16, 2021.
125. But the following day, on February 17, 2021, Banister posted on Stocktwits that
“whoever has been selling [BioVie] this week” was “full on stupidity,” thereby encouraging
investors to hold BioVie stock while keeping secret that he was one of the week’s sellers.
126. Through their continued posts encouraging investors to buy and/or hold BioVie
stock, Defendants sought to impact the market in a way that would support the price of BioVie
shares as Banister liquidated his own holdings.
127. On February 26, 2021, as Banister continued selling his BioVie holdings, Banister
encouraged investors to do the exact opposite, posting on Stocktwits, “Buy right, sit tight. When
you buy right, you can sit out the downdrafts and not panic out for a loss”; and on February 27,
2021, Banister claimed “[T]his has $300 potential in 3 years.”
128. From February 12 to March 8, 2021, Banister sold his entire position in BioVie
stock, reaping additional profits of approximately $1.04 million, as calculated using the FIFO
method.
129. As Banister was selling, BioVie’s share price declined from $37.50 on February
12, 2021, to $24.49 on March 1, 2021, and thereafter continued declining until it closed at $16.36
on March 8, 2021.
130. Ultimately, investors following Banister’s buy and hold strategy with BioVie lost
money on their investment.

20
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(Banister)

131. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 25, 28-29, 32-130.
132. Defendant Banister, 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
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.
133. By reason of the foregoing, Defendant Banister, 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 Securities Act Sections 17(a)(1) and (3)
(Market Analysts)

134. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 25, 28-29, 32-130.
135. Defendant Market Analysts, 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, and/or (2) knowingly, recklessly, or

21
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.
136. By reason of the foregoing, Defendant Market Analysts, directly or indirectly,
singly or in concert, has violated and, unless enjoined, will again violate Securities Act Sections
17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1) and (3)].
THIRD CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Both Defendants)

137. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 25, 28-29, 32-130.
138. Defendants, 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 have (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.
139. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have 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].
FOURTH CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(1) and (2)
(Both Defendants)

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

22
paragraphs 1 through 130.
141. At all relevant times, Banister and Market Analysts were investment advisers
under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)].
142. Banister and Market Analysts, by use of the mails or any means or instrumentality
of interstate commerce, directly or indirectly have: (i) knowingly or recklessly employed one or
more devices, schemes, or artifices to defraud 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.
143. By reason of the foregoing, Banister and Market Analysts, directly or indirectly,
singly or in concert, have 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)].
FIFTH CLAIM FOR RELIEF
Violations of Exchange Act Section 9(a)
(Banister)
144. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 25, 28-29, 32-130.
145. Banister, directly or indirectly, by the use of the mails or any means or
instrumentality of interstate commerce, or of any facility of any national securities exchange,
effected, alone or with one or more other persons, a series of transactions in a security creating
actual or apparent active trading in such security, or raising or depressing the price of such
security, for the purpose of inducing the purchase or sale of such security by others.
146. By reason of the foregoing, Banister directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act Section 9(a) [15 U.S.C.

23
§ 78i(a)].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Banister 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)], Exchange Act Sections 9(a) and 10(b) [15
U.S.C. §§ 78i(a) and 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Advisers
Act Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
II.
Permanently enjoining Market Analysts and its 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)], Exchange Act Section 10(b) [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Advisers Act Sections
206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
III.
Ordering Defendants to disgorge all ill-gotten gains they 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)];
IV.
Ordering Defendants 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)], and Advisers Act

24
Section 209(e) [15 U.S.C. § 80b-9(e)]; and
V.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
The Commission demands a trial by a jury.
Dated:  New York, New York
December 6, 2024
/s/ Antonia M. Apps
____________________________________
ANTONIA M. APPS
REGIONAL DIRECTOR
Sheldon L. Pollock
Michael Paley
Paul G. Gizzi
Jessica Quinn
Laura Yeu
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY  10004-2616
212-336-0077 (Gizzi)
Email: [email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Sheldon L. Pollock 
Michael D. Paley 
Paul G. Gizzi 
Jessica Quinn 
Laura Yeu 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
212-336-0077 (Gizzi) 
Email: [email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
DAVID BANISTER and THE MARKET 
ANALYSTS GROUP, LLC, 
  
                                             Defendants. 
 

 
 
COMPLAINT 

   
24 Civ. _____ (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendants David Banister (“Banister”) and The Market Analysts Group, LLC (“Market 

Analysts” and, together with Banister, “Defendants”), alleges as follows: 

SUMMARY 

1. Between December 2020 and March 2021 (the “Relevant Period”), Defendants 

Banister and Market Analysts—Banister’s wholly owned business—engaged in a fraudulent 

scheme to manipulate the stock of a public company, BioVie Inc. (“BioVie”). Defendants 

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promoted BioVie to investors—encouraging them to buy and hold the stock—while concealing 

Banister’s plans to sell his own BioVie shares. 

2. Defendants perpetrated this scheme through subscription-based stock advisory 

services that they owned and controlled, as well as postings on an investment-focused social 

media platform on which Defendants had more than 60,000 followers. 

3. In recommending BioVie stock to investors, Defendants touted recent increases in 

trading volume while failing to disclose that such spikes were driven in significant part by 

Banister’s own purchases. Banister’s trading activity created an artificial appearance of increased 

market demand for BioVie stock, which Defendants could then highlight to encourage investors 

to buy BioVie, while at the same time secretly planning to sell Banister’s shares. 

4. As of a result of Defendants’ scheme, Banister pocketed net profits totaling 

approximately $1.37 million from his sales of BioVie stock in the Relevant Period. Meanwhile, 

Defendants’ scheme harmed other BioVie investors who paid inflated prices for their shares 

and/or suffered trading losses after buying the stock following Defendants’ misleading 

recommendations. 

VIOLATIONS 

5. By virtue of the foregoing conduct and as alleged further herein: (i) Defendants 

Banister and Market Analysts have violated Section 17(a)(1) and (3) of the Securities Act of 

1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and (3)], 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], and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 

(“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and (2)]; and (ii) Banister has also violated Section 

17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)] and Section 9(a) of the Exchange Act [15 

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U.S.C. § 78i(a)]. 

6. Unless Defendants are restrained and enjoined, they 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 

7. 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)], Exchange Act Section 

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

and 80b-9(e)]. 

8. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge all ill-gotten gains they 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 

Defendants 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)], and Advisers Act Section 

209(e) [15 U.S.C. § 80b-9(e)]; and (d) ordering any other and further relief the Court may deem 

just and proper. 

JURISDICTION AND VENUE 

9. 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], and Advisers Act 

Section 214 [15 U.S.C. § 80b-14]. 

10. Defendants, directly and indirectly, have made use of the means or 

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instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

11. 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], and Advisers Act Section 214 [15 U.S.C. § 80b-

14]. Certain of the acts, practices, transactions, and courses of business alleged in this Complaint 

occurred within this District. For instance, multiple investors residing within this District 

purchased BioVie stock during the Relevant Period and, in at least one case, did so after 

receiving Defendants’ recommendation. Additionally, BioVie stock trades on the Nasdaq 

exchange located within this District. 

DEFENDANTS 

12. Banister, age 59, is a resident of Middletown, Rhode Island. Banister is the 

founder and sole owner and employee of Market Analysts, where he holds the title of Chief 

Strategist. Through Market Analysts, Banister operates paid subscription services that provide 

advice to subscribers about investments. During the Relevant Period, Banister also used the 

handle “@StockReversals” to regularly post messages on behalf of Market Analysts on 

Stocktwits, an investment-focused social media platform, where he had more than 60,000 

followers. 

13. From 2000 to 2009, Banister worked as a registered representative for at least four 

different brokerage firms and held various securities industry licenses, including Series 7 

(registered representative), Series 63 (Uniform Securities Agent State Law), and Series 66 

(Uniform Combined State Law). According to Banister’s LinkedIn profile, he also previously 

formed an investment advisory business. 

14. Market Analysts is a Delaware limited liability company headquartered in 

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Middletown, Rhode Island, which Banister formed in 2009, and owned and controlled at all 

relevant times. Market Analysts holds itself out as “[p]roviding market beating online-

subscription based Advisory Services for Active Investors and Traders.” Market Analysts offers 

several paid subscription services, including, as relevant here, Tipping Point Stocks and Stock 

Reversals Premium (together with Tipping Point Stocks, the “Subscription Services”). The 

Subscription Services promised either “24/7” or “24/5” access to Banister, as Market Analysts’ 

Chief Strategist. Market Analysts has never been registered with the Commission in any 

capacity. 

RELEVANT PUBLIC COMPANY 

15. BioVie is a Nevada corporation headquartered in Carson City, Nevada. BioVie’s 

shares trade on the Nasdaq exchange under the ticker symbol BIVI. According to its filings with 

the Commission, during the Relevant Period BioVie purported to be a clinical-stage company 

developing innovative drug therapies for the treatment of neurological and neurodegenerative 

disorders and advanced liver disease. BioVie has a class of securities registered under Exchange 

Act Section 12(b) [15 U.S.C. § 78l(g)].1 

FACTS 

I. Background 
 

A. Market Analysts’ Subscription Services 
 

16. Defendants owned and controlled the Subscription Services and used them to 

carry out their fraudulent scheme.  

17. During the Relevant Period, the Subscription Services together had hundreds of 

 
1 BioVie’s Chairman and CEO during the Relevant Period, Terren Peizer, was convicted in June 2024 for 

insider trading in 2021 involving Ontrak Inc., a different public company for which he was then also serving as 
Chairman and CEO. United States v. Terren Peizer, 23-cr-89(A)-DSF (C.D. Cal.).  

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paid subscribers. 

18. The Subscription Services provided paid subscribers with reports containing 

investment advice, email and text alerts containing recommendations to buy or sell stocks, and 

research on recommended positions.  

19. For example, as alleged in detail below, Defendants issued two research reports—

one in December 2020 and a second in January 2021—in which they recommended that 

subscribers buy and hold BioVie stock. 

20. In addition to sending routine emails and text messages to subscribers, Defendants 

sometimes distributed messages to their subscriber lists in response to specific market events. At 

times, Banister also communicated with individual subscribers about prospective investments. 

21. On Market Analysts’ website, Defendants held out Tipping Point Stocks as 

providing “long-term growth stock research reports and advisory service[s].” 

22. Tipping Point Stocks’ website also stated, “Our goal is to enter [the 

recommended] stocks and hold them for 9-18 months prior to the public becoming fully aware of 

their dynamics and potential.”  

23. Defendants claimed on Tipping Point Stocks’ website to limit the number of 

subscribers, thereby lending it an additional air of exclusivity. 

24. Defendants held out Stock Reversals Premium on its website as a “Swing Trading 

and Market Forecasting Service.” Defendants defined swing trading as “not Day Trading nor 

Long Term Investing, its [sic] exploiting a 1 day to as many as 4-8 weeks trend for profits.” 

25. Stock Reversals Premium’s website also described Banister, the “Chief 

Strategist,” as “one of the top market forecasters in the world.” The website stated that this 

expertise gave subscribers a “near unfair advantage for swing trading and market knowledge.”  

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B. Investment Advisers 
 

26. An investment adviser, under the Advisers Act, includes any person who, for 

compensation, engages in the business of advising others about investing in securities or the 

value of securities, or who, for compensation and as part of a regular business, issues or 

promulgates analyses or reports concerning these securities. 

27. An investment adviser owes a fiduciary duty to clients. This duty includes an 

affirmative duty of utmost good faith and a duty to act in the best interest of clients, as well as an 

obligation to provide full and fair disclosure of all material facts and to employ reasonable care 

to avoid misleading clients. 

28. Defendants acted as investment advisers, because they engaged in the business of 

advising their subscribers about investing in stocks and the value of those stocks in exchange for 

subscription fees and because they issued analyses and reports concerning investing in stocks 

and the value of stocks for such fees and as part of their regular business through the 

Subscription Services. 

29. Defendants also held themselves out as investment advisers. For example, 

Defendants issued reports in which they referred to their stock recommendations as investment 

advice, and Market Analysts’ website marketed its provision of subscription-based “Advisory 

Services.” 

30. The Advisers Act excludes from the definition of an investment adviser a 

publisher of any bona fide newspaper, news magazine, or business or financial publication of 

general and regular circulation (the “Publisher’s Exclusion”). To qualify for the Publisher’s 

Exclusion, the publication must be: (1) of a general and impersonal nature, in that the advice 

provided is not adapted to any specific portfolio or any client’s particular needs; (2) “bona fide” 

or genuine, in that it contains disinterested commentary and analysis as opposed to promotional 

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material; and (3) of general and regular circulation, in that it is not timed to specific market 

activity or to events affecting, or having the ability to affect, the securities industry. 

31. During the Relevant Period, Defendants did not qualify for the Publisher’s 

Exclusion. 

32. For example, Defendants alerted subscribers by text and email sporadically in 

response to market events and, through the different Subscription Services, provided advice that 

was tailored to the specific trading strategies of groups of investors and, in some cases, timed 

around Banister’s own trading. 

33. Additionally, the websites for Market Analysts and the Subscription Services, as 

well as certain emails sent on their behalf, contained boilerplate disclaimers purporting that the 

material therein did not constitute investment advice. However, boilerplate disclaimers denying 

the provision of investment advice do not change the determination of whether a person is an 

investment adviser when, as here, the materials at issue in fact provided investment advice.  

II. Defendants Manipulated the Market for BioVie Stock in December 2020.  
 
34. From December 10 to December 14, 2020, Defendants engaged in a scheme to 

manipulate the market for BioVie stock. 

35. Pursuant to the scheme, (1) Banister purchased a large amount of BioVie stock, 

creating the appearance of an active market for BioVie; (2) Banister entered orders intended to 

increase or support the share price; (3) Defendants issued a “research report” urging subscribers 

to buy and hold BioVie stock, while concealing that the recent volume increase was partly the 

result of Banister’s own purchases and that Banister intended to sell his shares; and (4) Banister 

sold his BioVie shares for a profit, after the price of BioVie stock increased. 

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A. Banister Purchased a Large Amount of BioVie Stock to Send a False Signal 
of Market Demand. 
 

36. From at least the time BioVie stock began trading on the Nasdaq exchange on 

September 18, 2020, through December 9, 2020, the stock was thinly traded, with an average 

daily volume of only 38,294 shares. 

37. Between December 1 and December 9, 2020, BioVie’s trading volume averaged 

only 14,266 shares per day. 

38. As Banister later observed in a report sent to Tipping Point Stocks subscribers on 

December 14, 2020, there was “little float for trading” BioVie stock, a reference to the relatively 

few shares that could be freely traded. 

39. Accordingly, Banister knew that BioVie stock was thinly traded at that time. 

40. Starting on December 10, and continuing over three trading days until December 

14, 2020, Banister purchased a total of 89,585 BioVie shares for approximately $906,828. 

41. As of December 14, 2020, BioVie shares constituted a large majority by dollar 

amount of Banister’s stock holdings. 

42. In the three trading days between December 10 and December 14, 2020, Banister 

purchased more BioVie shares than the total trading volume for BioVie stock in all six trading 

days preceding December 10 combined. 

43. Banister’s purchases also constituted a substantial proportion of BioVie’s daily 

trading volume between December 10 and December 14, 2020. 

44. For example, Banister’s purchases accounted for approximately 26% of BioVie’s 

trading volume on December 10, 2020, 24% of the trading volume on December 11, 2020, and 

9% of the trading volume on December 14, 2020. 

45. In addition, on December 10, 2020, Banister placed limit orders to buy 15,500 

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shares of BioVie at prices exceeding the lowest asking price in the market.  

46. In the case of a purchase, a limit order is an order to buy a stock at any price up to 

a specific price per share designated by the purchaser. 

47. Thus, by placing limit orders above the lowest asking price in the market, 

Banister was offering to purchase BioVie stock at a higher price than what sellers were asking. 

48. For example, one of Banister’s limit orders on December 10, 2020, was to buy 

7,400 shares at a price of up to $9.75. At that time, the lowest or best asking price by a seller was 

$9.70, so Banister was willing to pay more than what the seller was charging. 

49. Similarly, the highest or best bid, before Banister’s order, was only $9.57. Thus, 

Banister was willing to pay more than other prospective purchasers. 

50. Banister had access to the best bid and ask quotes for securities through his 

brokerage account when he traded BioVie.  

51. Placing a buy limit order above the lowest ask and highest bid in the market, as 

Banister did with respect to BioVie stock on December 10, 2020, generally sends a signal that 

there is greater demand for the applicable stock and that buyers are willing to purchase shares at 

a higher price, potentially moving the price upwards. 

52. In the case of BioVie, the closing share price increased from $8.55 on December 

9, 2020, to $9.76 on December 10, 2020. 

53. Between December 10 and 14, 2020, in addition to placing limit orders, Banister 

placed market orders to buy BioVie stock, which are immediately executed at the best available 

price.  

54. For example, during the last ten minutes of trading on December 14, 2020—

shortly before Defendants issued their first report encouraging investors to buy BioVie stock—

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Banister submitted 21 market buy orders for an aggregate 5,250 shares of BioVie, accounting for 

nearly half the stock’s trading volume in that period.  

55. Driving up the trading volume of BioVie stock provided Defendants with an 

important metric to cite when recommending BioVie stock to investors. 

56. As of the market close on December 14, 2020, the BioVie share price had 

increased to $12, up from $10.30 the prior trading day and representing the third consecutive day 

of price increases. 

B. Defendants Issued a Misleading “Research” Report Recommending that 
Investors Buy and Hold BioVie Stock. 

 
57. Just hours after the market closed on December 14, 2020, Banister, on behalf of 

Market Analysts, emailed a “Buy Research Report” (the “First Buy Report”) to Tipping Point 

Stocks subscribers. 

58. Defendants determined the content of the First Buy Report and the accompanying 

email. 

59. Pursuant to the First Buy Report and the accompanying email, Defendants 

recommended that subscribers buy BioVie stock and—by assigning it high target share prices 

over a 36-month period—Defendants suggested, in effect, that subscribers should continue to 

hold BioVie stock for an extended period. 

60. Under the heading “Investing Advice,” the First Buy Report stated, “We can buy 

this up to $13 . . . ,” i.e., one dollar above the $12 closing price as of December 14, 2020. 

61. The First Buy Report also identified target share prices of $25-$50 in 3-12 

months, $50-$100 in 24 months, and “as high as [$]200” in 36 months. 

62. The First Buy Report further described BioVie stock as a “Tipping Point Stock,” 

an expression that, according to the Tipping Point Stocks website, refers to a “company about to 

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be discovered by the crowd of Investors” and likely to experience a “breakout in share price and 

valuation.” In other words, describing BioVie stock as a “Tipping Point Stock” signified that its 

price was purportedly about to surge.  

63. Defendants’ First Buy Report specifically cited the trading “[v]olume coming in 

over the last few weeks” as a basis for their “[i]nvesting [a]dvice” to buy BioVie stock. 

64. As Defendants knew or recklessly disregarded, by virtue of Banister’s own 

trading, that increase in trading volume was due in significant part to Banister’s purchases. But 

Defendants failed to disclose in the First Buy Report that the spike in volume they highlighted 

was partly the result of Banister’s own trading activity over the preceding several days. 

65. While recommending that investors buy and hold BioVie stock, Defendants also 

failed to disclose that Banister imminently planned to sell his own BioVie shares. 

66. To the contrary, the statement in the First Buy Report that “[w]e can buy this up 

to $13” suggested that Defendants would potentially be purchasing additional BioVie shares, 

which was, at minimum, misleading, because Banister planned to sell his shares imminently. 

67. The email transmitting the First Buy Report to subscribers contained a boilerplate 

disclaimer stating, “We may buy sell or hold or trade around any securities mentioned at any 

time without prior notice.” 

68. This, too, was misleading because Banister had, in fact, already decided to sell his 

shares, as reflected in the timing of his sales the very next day after issuing the First Buy Report, 

as discussed below. 

69. On December 15, 2020, the day after the First Buy Report was issued, 

approximately 40 Tipping Point Stocks subscribers purchased BioVie stock for the first time. 

70. Between December 15 and 17, 2020, the purchases of BioVie stock by 

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Defendants’ subscribers constituted a significant fraction of the trading volume. 

71. To date, at least some of the subscribers who purchased BioVie stock after 

receiving the First Buy Report have incurred realized and unrealized losses on their investments. 

72. BioVie shares closed on December 15, 2020, at a price of $13.19, up from $8.55 

on December 9, 2020, before Banister’s December 10-14 trading activity and Defendants’ 

dissemination of the First Buy Report.  

73. Banister’s conduct contributed to this price increase. 

C. Banister Secretly Sold His BioVie Shares. 

74. On December 15, 2020, Banister sold 43,485 BioVie shares, about half of his 

BioVie stock holdings, for a profit of about $88,000, as calculated using the first in, first out 

(“FIFO”) method.2  

75. These sales contradicted Defendants’ advice to investors in the First Buy Report. 

76. The increased demand for BioVie stock resulting from Defendants’ First Buy 

Report enabled Banister to sell this large number of shares at a profit. 

III. Defendants Repeated Their Manipulative Conduct. 
 

77. From December 16, 2020 through March 8, 2021, Defendants urged their Tipping 

Point Stocks and Stock Reversals Premium subscribers, as well as Banister’s followers on 

Stocktwits, to buy and hold BioVie stock, while failing to disclose that Banister was personally 

engaged in trading activity contrary to Defendants’ advice. 

78. In fact, as set forth in more detail below, Defendants provided false assurances 

that they were similarly buying and holding BioVie stock when Banister was actually planning to 

 
2 As applicable here, FIFO is an accounting method pursuant to which securities are 

presumed to be sold following the same order in which they are bought. 

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do, or already doing, the opposite. 

A. Banister Accumulated Large Amounts of BioVie Stock to Drive Up Trading 
Volume and “Prime” the Market for His Illicit Sales. 

79. From December 17, 2020 to January 4, 2021, Banister purchased 49,070 shares of 

BioVie for approximately $735,000.  

80. Banister’s trading accounted for a significant proportion of the trading volume for 

BioVie stock during this period, including especially for the three-day period from December 28 

through December 30, 2020, when Banister’s purchase of 27,836 shares represented about 22% 

of the total trading volume. 

81. These purchases created the appearance of a more active market for BioVie stock.  

B. Defendants Issued Another Purported “Research” Report. 

82. Around mid-day on January 4, 2021—minutes after Banister bought 8,450 shares 

of BioVie, his last purchase of the day — Defendants emailed a purportedly independent 

“research” report about BioVie (the “Second Buy Report”) to Stock Reversal Premium 

subscribers. 

83. Defendants determined the content of the Second Buy Report and the 

accompanying email.  

84. Like the First Buy Report, the Second Buy Report recommended that investors 

buy and hold BioVie stock, advising that it was a “good time to work on accumulation [of 

BioVie shares] for long term investors only.” 

85. In the email transmitting the Second Buy Report to Stock Reversals Premium 

subscribers, Defendants stated that the recommendation was a “LONG TERM buy and hold 

play” and “NOT a swing trade,” thereby distinguishing it from other Stock Reversals Premium 

recommendations. 

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86. The email also advised investors to “spend a few days if necessary accumulating 

[BioVie shares] between [$]15.50-18 area,” but to “[o]nly buy if you can be patient for the 

potential big gains and hold for 12 months,” and repeated, “12 month plus holding period highly 

advised.” 

87. Similarly, the Second Buy Report itself advised investors that it was a “good time 

to accumulate [BioVie shares] from $15.50-$18 ranges with [a] 12 month plus holding period,” 

but to “[o]nly buy if you can be patient for the potential big gains,” and that “[y]ou must have a 

12 month horizon plus.” 

88. The Second Buy Report also identified target share prices of “$25-$50 or 

upwards” in 30-90 days and “in the $70 area possibly” by year-end. 

89. By comparison, BioVie’s intra-day high price on December 31, 2020, the last day 

of trading before the issuance of the Second Buy Report, was $17.60. 

90. While recommending that investors buy and hold BioVie shares, the Second Buy 

Report failed to disclose that Banister planned to sell his own shares. 

91. The email transmitting the Second Buy Report to subscribers contained a 

boilerplate disclaimer that the Stock Reversals Premium team “may buy sell or hold or trade 

around any securities mentioned at any time without prior notice.” 

92. This was misleading because Banister was already planning to sell his BioVie 

shares, and in fact began doing so approximately 30 minutes after Defendants issued the Second 

Buy Report, as discussed further below. 

93. Between January 4 and January 5, 2021, approximately 50 subscribers of Stock 

Reversals Premium and Tipping Point Stocks purchased BioVie for the first time. Subscriber 

purchases accounted for a substantial portion of the stock’s trading volume. 

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94. To date, at least some of these investors have incurred realized and unrealized 

losses on their BioVie share purchases. 

C. Defendants Recommended BioVie Stock on Stocktwits. 

95. On January 5 and January 6, 2021, Defendants also recommended the purchase of 

BioVie stock in posts on Stocktwits. 

96. During the Relevant Period, Banister posted the Stocktwits messages on behalf of 

Market Analysts, using the handle @StockReversals. 

97. Defendants’ posts could be viewed by any Stocktwits user, including but not 

limited to Banister’s more than 60,000 followers on the site. 

98. Defendants’ posts purported that their subscribers had been accumulating BioVie 

for weeks in anticipation of an upcoming rally in the company’s stock price.  

99. Some of Defendants’ Stocktwits posts highlighted BioVie’s positive “long-term 

goal” and “long-term plans here that people are not even looking at right now.” 

100. While promoting BioVie stock on Stocktwits on January 5 and 6, 2021, 

Defendants failed to disclose Banister’s plans to immediately sell his own shares. 

101. Defendants posted positively about BioVie several times throughout the day on 

January 5, 2021. In one of the posts, Banister stated: “$70 is my 12 month target.” 

102. That day, BioVie’s stock price climbed more than 20% from the prior day’s 

closing price to an intra-day high on January 5, 2021 of $21.31.  

103. The issuance of the Second Buy Report and Defendants’ posts on Stocktwits 

contributed to this inflation in BioVie’s stock price. 

D. Banister Secretly Sold BioVie Stock, Contrary to Defendants’ 
Recommendations to Investors. 

 
104. As he had done previously, Banister again capitalized on the price and volume 

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surge that followed his BioVie stock purchases and advice to investors by selling additional 

BioVie shares between January 4 and January 6, 2021. 

105. As noted above, Defendants released the Second Buy Report at about noon on 

January 4, 2021, advising investors to buy and hold BioVie stock. 

106. But contrary to that advice, starting at 12:40 p.m. and throughout the afternoon of 

January 4, 2021, Banister sold 8,800 of his BioVie shares. 

107. Between January 5 and January 6, 2021, Banister sold an additional 22,200 

shares, which Defendants failed to disclose while continuing to tout BioVie stock on Stocktwits, 

108. Banister netted profits of approximately $244,000 from his sales of BioVie stock 

between January 4 and January 6, 2021, as calculated using the FIFO method. 

E. Defendants Misled Investors about Banister’s Trading Activity and Netted 
$1 Million in Additional Profits. 
 

109. As of the close of the market on January 6, 2021, Banister still owned 60,000 

BioVie shares. 

110. To support the market for BioVie shares in advance of, and during the period of, 

Banister’s additional sales, Defendants continued to tout BioVie stock on Stocktwits through 

early March 2021. 

111. In a number of posts, Defendants encouraged investors to buy and hold BioVie 

shares for the long term. As an illustrative example, on January 16, 2021, Banister posted, “This 

is a hold for the next few years while the market cap goes through the roof in my opinion.” 

Similarly, on January 17, 2021, Banister posted, “This is a buy-and-hold stock for long-term 

potential massive wealth building. Traders not really going to do well here it’s a thin float you 

have to hold it.” 

112. Defendants falsely represented in some of the posts that they were purchasing 

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BioVie shares when they were not. 

113. For example, on January 19, 2021, Banister posted, “grabbed another 800 shares 

at [$]37.55.” 

114. On January 22, 2021, Banister posted, “adding [at] 33-34 [dollars per share] this 

morning and I started at [$]8.50.” 

115. On January 28, 2021, Banister posted, “I am still buying [BioVie].” 

116. In fact, contrary to the foregoing statements, between January 5 and 28, 2021, 

Defendants did not buy a single share of BioVie stock. 

117. Defendants knew or recklessly disregarded that the January 19, January 22, and 

January 28, 2021 Stocktwits posts were false by virtue of Banister’s familiarity with his own 

trading activity. 

118. Defendants also discouraged selling BioVie shares while concealing and, at times, 

expressly denying Banister’s plans to do just that. 

119. In a January 13, 2021, post on Stocktwits that claimed BioVie was an 

“undervalued” opportunity for “long-term investors,” Banister falsely assured, “I’m not selling a 

single share.” 

120. On February 1, 2021, Banister posted on Stocktwits, “This is not a trading stock 

as I’ve said since $12, BUY AND HOLD!” 

121. On February 12, 2021, Defendants again discouraged selling BioVie stock with 

the following Banister post on Stocktwits: “Stay long, dont [sic] get shaken out by scared money 

on low volume.” 

122. Defendants’ posts on Stocktwits were, at minimum, misleading because they 

failed to disclose Banister’s intent to sell his own BioVie shares contrary to his advice to 

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investors. 

123. Indeed, on February 12, 2021, the very same day that Defendants warned 

investors to “[s]tay long,” Banister himself sold 1,200 BioVie shares. 

124. Banister sold another 3,400 shares of BioVie on February 16, 2021. 

125. But the following day, on February 17, 2021, Banister posted on Stocktwits that 

“whoever has been selling [BioVie] this week” was “full on stupidity,” thereby encouraging 

investors to hold BioVie stock while keeping secret that he was one of the week’s sellers. 

126. Through their continued posts encouraging investors to buy and/or hold BioVie 

stock, Defendants sought to impact the market in a way that would support the price of BioVie 

shares as Banister liquidated his own holdings. 

127. On February 26, 2021, as Banister continued selling his BioVie holdings, Banister 

encouraged investors to do the exact opposite, posting on Stocktwits, “Buy right, sit tight. When 

you buy right, you can sit out the downdrafts and not panic out for a loss”; and on February 27, 

2021, Banister claimed “[T]his has $300 potential in 3 years.” 

128. From February 12 to March 8, 2021, Banister sold his entire position in BioVie 

stock, reaping additional profits of approximately $1.04 million, as calculated using the FIFO 

method. 

129. As Banister was selling, BioVie’s share price declined from $37.50 on February 

12, 2021, to $24.49 on March 1, 2021, and thereafter continued declining until it closed at $16.36 

on March 8, 2021. 

130. Ultimately, investors following Banister’s buy and hold strategy with BioVie lost 

money on their investment. 

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

(Banister) 
 

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

paragraphs 1 through 25, 28-29, 32-130. 

132. Defendant Banister, 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 

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. 

133. By reason of the foregoing, Defendant Banister, 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 Securities Act Sections 17(a)(1) and (3) 

(Market Analysts) 
 

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

paragraphs 1 through 25, 28-29, 32-130. 

135. Defendant Market Analysts, 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, and/or (2) knowingly, recklessly, or 

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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. 

136. By reason of the foregoing, Defendant Market Analysts, directly or indirectly, 

singly or in concert, has violated and, unless enjoined, will again violate Securities Act Sections 

17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1) and (3)]. 

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

(Both Defendants) 
 

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

paragraphs 1 through 25, 28-29, 32-130. 

138. Defendants, 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 have (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. 

139. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have 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]. 

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

(Both Defendants) 
 

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

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paragraphs 1 through 130.  

141. At all relevant times, Banister and Market Analysts were investment advisers 

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

142. Banister and Market Analysts, by use of the mails or any means or instrumentality 

of interstate commerce, directly or indirectly have: (i) knowingly or recklessly employed one or 

more devices, schemes, or artifices to defraud 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. 

143. By reason of the foregoing, Banister and Market Analysts, directly or indirectly, 

singly or in concert, have 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)]. 

FIFTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 9(a) 

(Banister) 

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

paragraphs 1 through 25, 28-29, 32-130. 

145. Banister, directly or indirectly, by the use of the mails or any means or 

instrumentality of interstate commerce, or of any facility of any national securities exchange, 

effected, alone or with one or more other persons, a series of transactions in a security creating 

actual or apparent active trading in such security, or raising or depressing the price of such 

security, for the purpose of inducing the purchase or sale of such security by others.  

146. By reason of the foregoing, Banister directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act Section 9(a) [15 U.S.C. 

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§ 78i(a)]. 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

Permanently enjoining Banister 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)], Exchange Act Sections 9(a) and 10(b) [15 

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

Act Sections 206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

II. 

Permanently enjoining Market Analysts and its 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)], Exchange Act Section 10(b) [15 

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

206(1) and 206(2) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

III. 

Ordering Defendants to disgorge all ill-gotten gains they 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)]; 

IV. 

Ordering Defendants 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)], and Advisers Act 

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Section 209(e) [15 U.S.C. § 80b-9(e)]; and 

V. 

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

JURY DEMAND 

The Commission demands a trial by a jury. 

Dated: New York, New York 
December 6, 2024 

/s/ Antonia M. Apps 

____________________________________ 

ANTONIA M. APPS 
REGIONAL DIRECTOR  
Sheldon L. Pollock 
Michael Paley 
Paul G. Gizzi 
Jessica Quinn 
Laura Yeu 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY  10004-2616 
212-336-0077 (Gizzi) 
Email: [email protected] 

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