SEC v. Ryan Choi, No. 2:24-cv-09082, Central District of California (Oct. 22, 2024) — Complaint

COMPLAINT
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STEPHEN T. KAM (Cal. Bar No. 327576)
Email:  [email protected]
SARAH S. NILSON (Cal. Bar No. 254574)
Email:  [email protected]
WENDY E. PEARSON (Cal. Bar No. 211099)
Email: [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Katharine Zoladz, Regional Director
Brent Wilner, Associate Regional Director
Douglas M. Miller, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
RYAN CHOI,
Defendant,
    Case    No.
COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”).
2.Defendant has, directly or indirectly, mad
e use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a
national securities exchange in connection with the transactions, acts, practices and
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:24-cv-09082

COMPLAINT
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courses of business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a) because certain of the transactions, acts, practices and
courses of conduct constituting violations of the federal securities laws occurred
within this district.  In addition, venue is proper in this district because Defendant
resided in this district during the relevant period.
SUMMARY
4. This civil enforcement action concerns Defendant Ryan Choi (“Choi”)
negligently engaging in conduct that operated as a fraud on the readers of Citron
Research, a well-known short publisher recognized for its tabloid style exposés that
purports to disclose fraudulent or other problematic behavior at target companies.
5. From October 2018 through December 2020, Choi assisted Andrew Left
(“Left”) in preparing some tweets and reports that Left published through Citron
Research, an online platform that identified companies as good short selling or long
investment opportunities and often included target prices.  In response to these
Citron Research reports and tweets, the price of these target stocks often moved in a
manner consistent with the recommendations.
6. In December 2020, Choi worked with Left on the research and content
for two buy recommendations that Left issued through Citron Research.  Choi failed
to act reasonably by not conducting adequate research or due diligence, which he
provided to Left to support the recommendations that Left included in the Citron
Research tweets.  Choi also quickly traded on price increases that came after the
two Citron Research tweets, and negligently failed to ensure that this trading
activity was adequately disclosed in the tweets.  In total, Choi made $1,647,217 in
profits in connection with his trading around these two tweets.
7. Through his negligent conduct, and as further detailed in this complaint,
Defendant Choi violated the antifraud provisions of Section 17(a)(3) of the
Securities Act.

COMPLAINT
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8. As a result of this negligent conduct, the SEC is seeking a permanent
injunction against Defendant.  The SEC further seeks to disgorge Defendant’s
trading profits, along with prejudgment interest thereon, and to impose civil money
penalties against Defendant pursuant to Section 20(d) of the Securities Act.
THE DEFENDANT
9. Ryan Choi, age 35, is a resident of Beverly Hills, California. Choi held
Series 63, 65 and 79 licenses and was registered with the State of California as an
investment adviser representative from 2017 to 2018.  Choi, along with Andrew
Left, started Citron Capital in October 2018.  Choi assisted Left with research for
some of the reports and tweets that Citron Research issued.   Prior to joining Citron
Capital, Choi acted as an investment adviser through his own firm, Choi Capital,
LLC, and before that worked for various hedge funds and investment banks.
RELATED PERSONS AND ENTITIES
10. Andrew Left (“Left”) is an activist short publisher.  Starting around
2008, Left published tweets and reports which recommended investment ideas to
the market through his online platform, Citron Research. These publications
frequently purported to expose negative information on target companies, and
frequently encouraged his readers to sell their stock in the target companies. At
times, these publications also presented positive information on target companies
and encouraged Left’s readers to buy.  Left and Citron Research had a substantial
following – on twitter alone, Citron Research had more than a hundred thousand
followers.  Left has been separately charged in a federal district court action
captioned SEC v. Left, et al., 2:24-cv-06311 (C.D. Cal. July 26, 2024).
11. Citron Research (“Citron Research”) (formerly “StockLemon.com”) is
Left’s online moniker through which he releases tweets and reports purporting to
expose frauds or other problematic conduct at target companies.  Left has been
releasing online stock commentary since at least 2001 and has used the Citron

COMPLAINT
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Research moniker since approximately 2008.
12. Citron Capital, LLC (“Citron Capital”) is an investment adviser
established by Left and Choi in October 2018.  Citron Capital registered with the
SEC as an investment adviser between February 2019 and April 2019, and
thereafter was an exempt reporting adviser registered with the California
Department of Business Oversight until March 2022. Citron Capital managed an
investment fund, Citron Capital LP.  Citron Capital has been separately charged in a
federal district court action captioned SEC v. Left, et al., 2:24-cv-06311 (C.D. Cal.
July 26, 2024).
THE ALLEGATIONS
I. Choi’s Role at Citron Research and Citron Capital
13. Beginning in 2008, Left used Citron Research as a platform to release
reports and tweets containing trading recommendations, which often included
information about target companies, statements that Left was long or short the
stock, the projected direction the target companies’ stock price was moving, and
encouraged readers to take a short or long position in the companies.
14. Citron Research was an activist “short” publisher, largely releasing
negative or disparaging information on target companies.  The Citron Research
short publications often strongly encouraged readers to sell the stock of the target
company.
15. At times, Citron Research recommended “long” investment ideas by
presenting positive, favorable descriptions of a target company and its stock’s value.
16. Citron Research’s publications were disseminated by Left through
written reports posted on the Citron Research website, CitronResearch.com.  The
reports were also published to subscribers through an email blast, and typically
linked to a tweet from Citron Research’s twitter feed, @CitronResearch.
17. Citron Research also at times posted tweets stating or leading readers to
believe that Left had “long” or “short” exposure in a target company without

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posting an accompanying report.
18. In or around late 2018, Choi began working for Left, generating
investment ideas, conducting research, and assisting Left with the drafting of Citron
Research publications which present investment views and information on target
companies.  Choi often contributed to and/or reviewed the Citron Research
publications prior to their release.
19. In late 2018, Choi and Left created Citron Capital.
20. Left controlled and had authority over all operations of Citron Capital.
Choi handled day-to-day business tasks of Citron Capital, including the formation
of the entity and its policies and procedures.
21. While Left directed the trading and investment decisions of Citron
Capital and owned all of Citron Capital’s funds, Choi entered the trades in the
Citron Capital account at Left’s direction.
II. Choi Was Aware That Citron Research Tweets and Reports Moved the
Market
22. From 2018 to 2020, Citron Research had more than one hundred
thousand followers on twitter.  Citron Research’s tweets were also frequently picked
up by the media and quickly disseminated to a much wider audience.
23. Because of its wide dissemination, investors often sold their stock in
response to Citron Research’s short recommendations.  This typically led to a decline
in the stock price.  On the other hand, investors often bought stock in response to
Citron Research’s long recommendations, which typically led to an increase in the
stock price.
24. Choi knew that Left took steps to perpetuate his reputation as a top short
seller that successfully predicted price moves, ensuring that investors would follow
its recommendations.  For example, Choi was also aware of media statements that
Left “could send a stock tumbling with a single tweet,” and that these media
statements often highlighted drastic price moves following the Citron Research

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publications.
25. Left drafted and had ultimate authority over the content of the Citron
Research tweets.  Unlike Left, Choi did not have the same reputation or broad
following among investors for being a well-known short seller, did not make
statements directly to the media that were designed to ensure that investors would
follow Citron Research recommendations, and did not create anonymous websites
or post negative information about target companies to amplify the Citron Research
recommendations.
III. Choi’s Trading Around Citron Research’s Tweets on VUZI and XL
that Operated as a Fraud on Investors
26. During the Relevant Period, Choi failed to act reasonably by not
conducting adequate research or due diligence on VUZI and XL, which Left used to
issue recommendations on those stocks.  Choi also traded around these Citron
Research tweets, which were used as catalysts to derive short-term profits.
27. Choi’s trading around these tweets yielded approximately $1,647,217.
1. VUZI
28. On December 18, 2020, Choi purchased VUZI call options between 1:03
and 1:46 pm, meaning that he stood to profit if the price of VUZI increased.
29. That same day at 2:04 pm, Citron Research published a tweet stating
“Getting emails about shorting $VUZI. NO WAY we would short this flyer. Small
market cap with story that is tied to 5G, $AMZN and $PLUG and Covid. There has
to be easier pickings...still doing research. Risk/Reward easier on other high
flyers.”
30. Choi did not conduct adequate due diligence or research on VUZI, and
Left knew that he had not done so when Left issued the VUZI tweet.
31. Given his role at Citron Capital, Choi knew or should have known the
content of this tweet before it was published.  Choi also generally knew when Left
intended to publish the tweet.

COMPLAINT
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32. Following the rise in the price of VUZI stock immediately after the
Citron Research tweet, Choi began to sell his VUZI call options the same minute as
the tweet’s publication, profiting from the price increase.  Choi had completely
exited his VUZI position within seven minutes of the tweet.
33. After that, Choi conducted research, including by speaking with VUZI
company representatives and industry experts to determine if the company was a
good long investment.  Choi concluded and communicated to Left that “we can’t
have enough conviction in this being an actual long.”
34. Left did not remove the tweet from Citron Research’s twitter feed.
35. Choi generated profits of $567,640 trading around the VUZI tweet over
a period of approximately one hour and 8 minutes.
36. The VUZI tweet did not disclose that Choi intended to quickly trade
around the tweet.  Choi’s intention to sell VUZI and capitalize on the price
movements created by the issuance of the Citron Research tweet was not disclosed
to the market, and a reasonable investor would have found this important in
deciding whether to follow Citron Research’s investment recommendation.
2. XL
37. On December 23, 2020, Choi purchased XL call options between 11:18
am and 1:31 pm, meaning that he stood to profit if the price of XL increased.
38. At 1:41 pm, Left issued a tweet from the Citron Research platform
stating that “Citron long $XL tgt $60.  TAM of $XL over $1T.  Electrification as a
Service (EaaS) will be massive . . . more than twice $QS and $LAZR combined. Blue
chip customer base with FedEx, Coke, Pepsi, DHL and many more.  SPACS always
cautious-this story has great Risk/Reward.”
39. Choi was responsible for conducting the research for the XL tweet.  Choi
did not conduct adequate research or due diligence for the XL tweet.  Left, who
issued the XL tweet, knew that Choi’s research on XL was not adequate.
40. Given his role at Citron Capital, Choi knew or should have known the

COMPLAINT
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content of this tweet before it was published.  Choi also generally knew when Left
intended to publish the tweet.
41. The XL tweet included a target price of $60.  Prior to the tweet, XL
stock was trading at $24.93.  Despite Citron Research’s tweet notifying readers that
Citron Capital was long and thought the stock price would go to $60, Choi began
selling his call options at 1:41 pm, the same minute that the XL tweet was released.
He sold his entire XL position within six minutes.
42. Several months later, in May 2021, a retail investor admonished Left on
his recommendation on XL stating: “Me and lots of my friends bought xl stock when
you uploaded your bullish these on it. Since then the company almost dissapeared
(sic) and goes to zero. Please post your opinion right now and respect your
followers worldwide.”
43. In response, Left admitted the recommendation on XL “sucked” and
claimed that “I fired the analyst that made that call,” referring to Choi.  In fact, Left
did not fire Choi and continued to work closely with him through at least 2022.
44. Choi generated profits of $1,079,577 trading around the XL tweet over a
period of approximately two and a half hours.
45. The XL tweet did not disclose that Choi intended to quickly trade around
the tweet.  Choi’s intention to sell XL and capitalize on the price movements
created by the issuance of the Citron Research tweet was not disclosed to the
market, and a reasonable investor would have found this important in deciding
whether to follow Citron Research’s investment recommendation.
FIRST CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violation of Securities Act Section 17(a)(3)
46. The SEC realleges and incorporates by reference paragraphs 1 through
45 above.
47. By engaging in the conduct described above, Defendant Choi, directly or

COMPLAINT
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indirectly, in the offer or sale of securities, and by the use of means or instruments
of transportation or communication in interstate commerce or by use of the mails
directly or indirectly:  employed devices, schemes, or artifices to defraud; and
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.
48. By engaging in the conduct described above, Defendant Choi violated,
and unless restrained and enjoined will continue to violate, Section 17(a)(3) of the
Securities Act, 15 U.S.C. § 77q(a)(3).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendant committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant Choi, and his officers, agents,
servants, employees and attorneys, and those persons in active concert or
participation with any of them, who receive actual notice of the judgment by personal
service or otherwise, and each of them, from violating Section 17(a)(3) of the
Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(3)] in the offer or
sale of any security by the use of any means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly to
engage in any transaction, practice, or course of business which operates or would
operate as a fraud or deceit upon the purchaser by, directly or indirectly, (i) creating a
false appearance or otherwise deceiving any person about the price or trading market
for any security, or (ii) making any false or misleading statement, or disseminating
any false or misleading documents, materials, or information, concerning matters
relating to a decision by an investor or prospective investor to buy or sell securities of

COMPLAINT
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any company.
III.
Order Defendant Choi to disgorge all funds received from his illegal conduct,
together with prejudgment interest thereon, pursuant to Sections 21(d)(5) and
21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
IV.
Order Defendant Choi to pay civil penalties under Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated: October 22, 2024
/s/ Stephen T. Kam
STEPHEN T. KAM
Attorney for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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STEPHEN T. KAM (Cal. Bar No. 327576) 
Email:  [email protected] 
SARAH S. NILSON (Cal. Bar No. 254574) 
Email:  [email protected] 
WENDY E. PEARSON (Cal. Bar No. 211099) 
Email: [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Katharine Zoladz, Regional Director 
Brent Wilner, Associate Regional Director 
Douglas M. Miller, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

RYAN CHOI, 

Defendant, 

 Case No. 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”). 

2. Defendant has, directly or indirectly, made use of the means or

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

national securities exchange in connection with the transactions, acts, practices and 

2:24-cv-09082

Case 2:24-cv-09082     Document 1     Filed 10/22/24     Page 1 of 10   Page ID #:1



 

COMPLAINT 2  

 

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courses of business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a) because certain of the transactions, acts, practices and 

courses of conduct constituting violations of the federal securities laws occurred 

within this district.  In addition, venue is proper in this district because Defendant 

resided in this district during the relevant period.   

SUMMARY 

4. This civil enforcement action concerns Defendant Ryan Choi (“Choi”) 

negligently engaging in conduct that operated as a fraud on the readers of Citron 

Research, a well-known short publisher recognized for its tabloid style exposés that 

purports to disclose fraudulent or other problematic behavior at target companies.   

5. From October 2018 through December 2020, Choi assisted Andrew Left 

(“Left”) in preparing some tweets and reports that Left published through Citron 

Research, an online platform that identified companies as good short selling or long 

investment opportunities and often included target prices.  In response to these 

Citron Research reports and tweets, the price of these target stocks often moved in a 

manner consistent with the recommendations.   

6. In December 2020, Choi worked with Left on the research and content 

for two buy recommendations that Left issued through Citron Research.  Choi failed 

to act reasonably by not conducting adequate research or due diligence, which he 

provided to Left to support the recommendations that Left included in the Citron 

Research tweets.  Choi also quickly traded on price increases that came after the 

two Citron Research tweets, and negligently failed to ensure that this trading 

activity was adequately disclosed in the tweets.  In total, Choi made $1,647,217 in 

profits in connection with his trading around these two tweets. 

7. Through his negligent conduct, and as further detailed in this complaint, 

Defendant Choi violated the antifraud provisions of Section 17(a)(3) of the 

Securities Act. 

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COMPLAINT 3  

 

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8. As a result of this negligent conduct, the SEC is seeking a permanent 

injunction against Defendant.  The SEC further seeks to disgorge Defendant’s 

trading profits, along with prejudgment interest thereon, and to impose civil money 

penalties against Defendant pursuant to Section 20(d) of the Securities Act.   

THE DEFENDANT 

9. Ryan Choi, age 35, is a resident of Beverly Hills, California. Choi held 

Series 63, 65 and 79 licenses and was registered with the State of California as an 

investment adviser representative from 2017 to 2018.  Choi, along with Andrew 

Left, started Citron Capital in October 2018.  Choi assisted Left with research for 

some of the reports and tweets that Citron Research issued.   Prior to joining Citron 

Capital, Choi acted as an investment adviser through his own firm, Choi Capital, 

LLC, and before that worked for various hedge funds and investment banks.  

RELATED PERSONS AND ENTITIES 

10. Andrew Left (“Left”) is an activist short publisher.  Starting around 

2008, Left published tweets and reports which recommended investment ideas to 

the market through his online platform, Citron Research. These publications 

frequently purported to expose negative information on target companies, and 

frequently encouraged his readers to sell their stock in the target companies. At 

times, these publications also presented positive information on target companies 

and encouraged Left’s readers to buy.  Left and Citron Research had a substantial 

following – on twitter alone, Citron Research had more than a hundred thousand 

followers.  Left has been separately charged in a federal district court action 

captioned SEC v. Left, et al., 2:24-cv-06311 (C.D. Cal. July 26, 2024).    

11. Citron Research (“Citron Research”) (formerly “StockLemon.com”) is 

Left’s online moniker through which he releases tweets and reports purporting to 

expose frauds or other problematic conduct at target companies.  Left has been 

releasing online stock commentary since at least 2001 and has used the Citron 

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COMPLAINT 4  

 

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Research moniker since approximately 2008.   

12. Citron Capital, LLC (“Citron Capital”) is an investment adviser 

established by Left and Choi in October 2018.  Citron Capital registered with the 

SEC as an investment adviser between February 2019 and April 2019, and 

thereafter was an exempt reporting adviser registered with the California 

Department of Business Oversight until March 2022. Citron Capital managed an 

investment fund, Citron Capital LP.  Citron Capital has been separately charged in a 

federal district court action captioned SEC v. Left, et al., 2:24-cv-06311 (C.D. Cal. 

July 26, 2024).    

THE ALLEGATIONS 

I. Choi’s Role at Citron Research and Citron Capital 

13. Beginning in 2008, Left used Citron Research as a platform to release 

reports and tweets containing trading recommendations, which often included 

information about target companies, statements that Left was long or short the 

stock, the projected direction the target companies’ stock price was moving, and 

encouraged readers to take a short or long position in the companies.   

14. Citron Research was an activist “short” publisher, largely releasing 

negative or disparaging information on target companies.  The Citron Research 

short publications often strongly encouraged readers to sell the stock of the target 

company.   

15. At times, Citron Research recommended “long” investment ideas by 

presenting positive, favorable descriptions of a target company and its stock’s value.   

16. Citron Research’s publications were disseminated by Left through 

written reports posted on the Citron Research website, CitronResearch.com.  The 

reports were also published to subscribers through an email blast, and typically 

linked to a tweet from Citron Research’s twitter feed, @CitronResearch.   

17. Citron Research also at times posted tweets stating or leading readers to 

believe that Left had “long” or “short” exposure in a target company without 

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COMPLAINT 5  

 

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posting an accompanying report.   

18. In or around late 2018, Choi began working for Left, generating 

investment ideas, conducting research, and assisting Left with the drafting of Citron 

Research publications which present investment views and information on target 

companies.  Choi often contributed to and/or reviewed the Citron Research 

publications prior to their release. 

19. In late 2018, Choi and Left created Citron Capital.   

20. Left controlled and had authority over all operations of Citron Capital.  

Choi handled day-to-day business tasks of Citron Capital, including the formation 

of the entity and its policies and procedures.     

21. While Left directed the trading and investment decisions of Citron 

Capital and owned all of Citron Capital’s funds, Choi entered the trades in the 

Citron Capital account at Left’s direction. 

II. Choi Was Aware That Citron Research Tweets and Reports Moved the 

Market 

22. From 2018 to 2020, Citron Research had more than one hundred 

thousand followers on twitter.  Citron Research’s tweets were also frequently picked 

up by the media and quickly disseminated to a much wider audience. 

23. Because of its wide dissemination, investors often sold their stock in 

response to Citron Research’s short recommendations.  This typically led to a decline 

in the stock price.  On the other hand, investors often bought stock in response to 

Citron Research’s long recommendations, which typically led to an increase in the 

stock price.   

24. Choi knew that Left took steps to perpetuate his reputation as a top short 

seller that successfully predicted price moves, ensuring that investors would follow 

its recommendations.  For example, Choi was also aware of media statements that 

Left “could send a stock tumbling with a single tweet,” and that these media 

statements often highlighted drastic price moves following the Citron Research 

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COMPLAINT 6  

 

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publications. 

25. Left drafted and had ultimate authority over the content of the Citron 

Research tweets.  Unlike Left, Choi did not have the same reputation or broad 

following among investors for being a well-known short seller, did not make 

statements directly to the media that were designed to ensure that investors would 

follow Citron Research recommendations, and did not create anonymous websites 

or post negative information about target companies to amplify the Citron Research 

recommendations. 

III. Choi’s Trading Around Citron Research’s Tweets on VUZI and XL 

that Operated as a Fraud on Investors 

26. During the Relevant Period, Choi failed to act reasonably by not 

conducting adequate research or due diligence on VUZI and XL, which Left used to 

issue recommendations on those stocks.  Choi also traded around these Citron 

Research tweets, which were used as catalysts to derive short-term profits. 

27. Choi’s trading around these tweets yielded approximately $1,647,217. 

1. VUZI 

28. On December 18, 2020, Choi purchased VUZI call options between 1:03 

and 1:46 pm, meaning that he stood to profit if the price of VUZI increased.  

29. That same day at 2:04 pm, Citron Research published a tweet stating 

“Getting emails about shorting $VUZI. NO WAY we would short this flyer. Small 

market cap with story that is tied to 5G, $AMZN and $PLUG and Covid. There has 

to be easier pickings...still doing research. Risk/Reward easier on other high 

flyers.”   

30. Choi did not conduct adequate due diligence or research on VUZI, and 

Left knew that he had not done so when Left issued the VUZI tweet. 

31. Given his role at Citron Capital, Choi knew or should have known the 

content of this tweet before it was published.  Choi also generally knew when Left 

intended to publish the tweet. 

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COMPLAINT 7  

 

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32. Following the rise in the price of VUZI stock immediately after the 

Citron Research tweet, Choi began to sell his VUZI call options the same minute as 

the tweet’s publication, profiting from the price increase.  Choi had completely 

exited his VUZI position within seven minutes of the tweet. 

33. After that, Choi conducted research, including by speaking with VUZI 

company representatives and industry experts to determine if the company was a 

good long investment.  Choi concluded and communicated to Left that “we can’t 

have enough conviction in this being an actual long.”   

34. Left did not remove the tweet from Citron Research’s twitter feed.  

35. Choi generated profits of $567,640 trading around the VUZI tweet over 

a period of approximately one hour and 8 minutes.  

36. The VUZI tweet did not disclose that Choi intended to quickly trade 

around the tweet.  Choi’s intention to sell VUZI and capitalize on the price 

movements created by the issuance of the Citron Research tweet was not disclosed 

to the market, and a reasonable investor would have found this important in 

deciding whether to follow Citron Research’s investment recommendation.   

2. XL    

37. On December 23, 2020, Choi purchased XL call options between 11:18 

am and 1:31 pm, meaning that he stood to profit if the price of XL increased.  

38. At 1:41 pm, Left issued a tweet from the Citron Research platform 

stating that “Citron long $XL tgt $60.  TAM of $XL over $1T.  Electrification as a 

Service (EaaS) will be massive . . . more than twice $QS and $LAZR combined. Blue 

chip customer base with FedEx, Coke, Pepsi, DHL and many more.  SPACS always 

cautious-this story has great Risk/Reward.”  

39. Choi was responsible for conducting the research for the XL tweet.  Choi 

did not conduct adequate research or due diligence for the XL tweet.  Left, who 

issued the XL tweet, knew that Choi’s research on XL was not adequate.   

40. Given his role at Citron Capital, Choi knew or should have known the 

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COMPLAINT 8  

 

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content of this tweet before it was published.  Choi also generally knew when Left 

intended to publish the tweet. 

41. The XL tweet included a target price of $60.  Prior to the tweet, XL 

stock was trading at $24.93.  Despite Citron Research’s tweet notifying readers that 

Citron Capital was long and thought the stock price would go to $60, Choi began 

selling his call options at 1:41 pm, the same minute that the XL tweet was released.  

He sold his entire XL position within six minutes. 

42. Several months later, in May 2021, a retail investor admonished Left on 

his recommendation on XL stating: “Me and lots of my friends bought xl stock when 

you uploaded your bullish these on it. Since then the company almost dissapeared 

(sic) and goes to zero. Please post your opinion right now and respect your 

followers worldwide.” 

43. In response, Left admitted the recommendation on XL “sucked” and 

claimed that “I fired the analyst that made that call,” referring to Choi.  In fact, Left 

did not fire Choi and continued to work closely with him through at least 2022.   

44. Choi generated profits of $1,079,577 trading around the XL tweet over a 

period of approximately two and a half hours.  

45. The XL tweet did not disclose that Choi intended to quickly trade around 

the tweet.  Choi’s intention to sell XL and capitalize on the price movements 

created by the issuance of the Citron Research tweet was not disclosed to the 

market, and a reasonable investor would have found this important in deciding 

whether to follow Citron Research’s investment recommendation.     

FIRST CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violation of Securities Act Section 17(a)(3) 

46. The SEC realleges and incorporates by reference paragraphs 1 through 

45 above. 

47. By engaging in the conduct described above, Defendant Choi, directly or 

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COMPLAINT 9  

 

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

of transportation or communication in interstate commerce or by use of the mails 

directly or indirectly:  employed devices, schemes, or artifices to defraud; and 

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

48. By engaging in the conduct described above, Defendant Choi violated, 

and unless restrained and enjoined will continue to violate, Section 17(a)(3) of the 

Securities Act, 15 U.S.C. § 77q(a)(3). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendant committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant Choi, and his officers, agents, 

servants, employees and attorneys, and those persons in active concert or 

participation with any of them, who receive actual notice of the judgment by personal 

service or otherwise, and each of them, from violating Section 17(a)(3) of the 

Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(3)] in the offer or 

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

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

engage in any transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser by, directly or indirectly, (i) creating a 

false appearance or otherwise deceiving any person about the price or trading market 

for any security, or (ii) making any false or misleading statement, or disseminating 

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

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

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COMPLAINT 10 

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any company. 

III. 

Order Defendant Choi to disgorge all funds received from his illegal conduct, 

together with prejudgment interest thereon, pursuant to Sections 21(d)(5) and 

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

IV. 

Order Defendant Choi to pay civil penalties under Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)]. 

V. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VI. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated: October 22, 2024  

/s/ Stephen T. Kam 
STEPHEN T. KAM 
Attorney for Plaintiff 
Securities and Exchange Commission 

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